UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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Item 5.07 | Submission of Matters to a Vote of Security Holders |
Protalix Biotherapeutics, Inc. (the “Company”) convened its 2023 Annual Meeting of Stockholders (the “Meeting”) at 11:30 A.M. EDT on June 27, 2024 at the offices of LifeSci Advisors, 250 W. 55th Street, Suite 3401, New York, NY 10019. At the Meeting, the Company’s stockholders: (1) elected the seven persons nominated by the Company’s Board of Directors to serve as directors of the Company; (2) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (3) adopted amendments to the Protalix BioTherapeutics, Inc. 2006 Stock Incentive Plan, as amended, to increase the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), available under such plan from 12,475,171 shares to 17,475,171 shares and adopted certain other terms of said plan; and (4) ratified the appointment of Kesselman & Kesselman, Certified Public Accountant (Isr.), a Member of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Set forth below, with respect to each proposal adopted at the Meeting, are the number of votes cast for or against or withheld, as applicable, the number of abstentions and the number of broker non-votes.
(1)Election of Directors
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| Broker | |
Eliot Richard Forster, Ph.D. | 22,800,329 | 4,532,876 | 14,294,931 |
Dror Bashan | 22,359,235 | 4,973,970 | 14,294,931 |
Amos Bar Shalev | 14,916,342 | 12,416,863 | 14,294,931 |
Shmuel “Muli” Ben Zvi, Ph.D. | 22,781,806 | 4,551,399 | 14,294,931 |
Pol F. Boudes, M.D. | 22,866,402 | 4,466,803 | 14,294,931 |
Gwen A. Melincoff | 22,884,691 | 4,448,514 | 14,294,931 |
Aharon Schwartz, Ph.D. | 20,105,843 | 7,227,362 | 14,294,931 |
(2)Approval, on a non-binding, advisory basis, the compensation of the Company’s named executive officers
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| Broker |
17,038,394 | 9,884,021 | 410,790 | 14,294,931 |
(3)Adoption of amendments to the Protalix BioTherapeutics, Inc. 2006 Stock Incentive Plan, as amended, to increase the number of shares of common stock available under the plan from 12,475,171 shares to 17,475,171 shares and to amend certain other terms of said plan
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| Broker |
16,905,530 | 10,341,645 | 86,030 | 14,294,931 |
(4)Ratification of the appointment of Kesselman & Kesselman, Certified Public Accountant (Isr.), a Member of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2024. A majority of the shares present in person or represented by proxy at the meeting and entitled to vote voted affirmatively in favor of the proposal. The number of votes cast with respect to this matter was as follows:
For | Against | Abstain |
37,489,163 | 3,872,560 | 266,413 |
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. |
| Description | |
10.1 | Amended and Restated Protalix BioTherapeutics, Inc. 2006 Stock Incentive Plan, as amended | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 27, 2024 | PROTALIX BIOTHERAPEUTICS, INC. | ||
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| By: | /s/ Dror Bashan | |
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| Name: | Dror Bashan |
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| Title: | President and |