Exhibit
99.2
VASCULAR
BIOGENICS LTD.
8
HaSatat St. Modi’in, Israel Tel. +972-8-9935000 Fax. +972-8-9935001
PROXY
STATEMENT
ANNUAL
GENERAL MEETING OF SHAREHOLDERS
This
Proxy Statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors, or the Board,
of Vascular Biogenics Ltd., to which we refer as Vascular Biogenics, or the Company, to be voted at an Annual General Meeting of shareholders,
or the Meeting, and at any adjournment thereof, pursuant to the accompanying Notice of Annual General Meeting of shareholders. The Meeting
will be held at 4:00 p.m. (Israel time) on October 19, 2021 at our offices at 8 HaSatat St. Modi’in, Israel Tel. +972-8-9935000
Fax. +972-8-9935001.
This
Proxy Statement, the attached Notice of Annual General Meeting of shareholders and the proxy card or voting instruction card are being
made available to holders of Vascular Biogenics ordinary shares, on or about September 2, 2021.
You
are entitled to notice of, and to vote at, the Meeting, if you hold ordinary shares as of the close of business on September 20,
2021 the record date for the Meeting. You can vote your shares by attending the Meeting or by following the instructions under “How
You Can Vote” below. Our Board urges you to vote your shares so that they will be counted at the Meeting or at any postponements
or adjournments of the Meeting.
Agenda
Items
The
Meeting is being called for the following purposes:
| (1) | To
approve the nomination of Dr. Bennett M. Shapiro, Prof. Dror Harats, Ms. Ruth Alon, Dr. Shmuel
(Muli) Ben Zvi, Dr. Ron Cohen, Mr. David Hastings and Mr. Marc Kozin to the Board, to serve
until the next annual general meeting of shareholders of the Company, under the existing
terms of appointment as previously approved, aside from the resolutions herein, until each
of their successors is duly appointed and qualified, or until any of their earlier resignation
or removal (voting will take place in relation to each director nominee separately); |
| (2) | To
elect each of Ms. Alison Finger and Mr. Michael Rice as members of the Board, to serve until
the next annual general meeting of shareholders of the Company or until each of their successors
is duly appointed and qualified, or until their earlier resignation or removal and to approve
their compensation terms and equity grants as fully described herein. |
| (3) | To
approve the grant of options under the Company’s 2014 Employee Share Ownership and
Option Plan, or the 2014 Plan according to the standard agreements as follows: (i) grant
of an option to purchase 100,000 of our ordinary shares to Dr. Shapiro; (ii) grant of an
option to purchase 45,000 of our ordinary shares to Ms. Alon; (iii) grant of an option to
purchase 45,000 of our ordinary shares to Dr. Ben Zvi; (iv) grant of an option to purchase
45,000 of our ordinary shares to Dr. Cohen; and (v) grant of an option to purchase 45,000
of our ordinary shares to Mr. Hastings, each of which shall vest upon and in the manner approved
by the Compensation Committee and the Board of Directors. |
| (4) | To
approve the increase Prof. Dror Harats’s monthly base compensation under the Consulting
and Employment agreements, taken as a whole, to NIS 94,000, and to approve and ratify
that the notice period for termination of Prof Harats under the Consulting and Employment
agreements is nine months, as amended in in his Consulting agreement from 2007. |
| (5) | To
approve the re-appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers
International Limited, as the Company’s independent registered public accounting firm
for the year ending December 31, 2021, and until the next annual general meeting of shareholders
of the Company and authorize the Board (with power of delegation to its audit committee)
to fix the said independent registered public accounting firm’s remuneration in accordance
with the volume and nature of its services; |
| (6) | To
approve the new compensation scheme for the Company’s non-employee, non-executive directors,
or the Non-Employee Directors and the New Compensation Scheme, respectively as follows: |
| |
● |
Board
of Directors: Annual cash compensation of US$35,000 to each Non-Employee director, other than the Chairman of the Board and
the former Chairman of the Board. |
| |
● |
Audit
Committee: Additional annual cash compensation of US$15,000 to the Chairman of the Audit Committee and US$7,500 to each member
of the Audit Committee other than the Chairman. |
| |
● |
Compensation
Committee: Additional annual cash compensation of US$12,000 to the Chairman of the Compensation Committee and US$6,000 to
each member of the Compensation Committee other than the Chairman. |
| |
● |
Nominating
and Corporate Governance Committee and other committees: Additional annual cash compensation of US$8,000 to the Chairman
of the Nominating and Corporate Governance Committee or other committees and US$4,000 to each member of the Nominating and Corporate
Governance Committee or other committees other than the Chairman. |
| |
● |
Proration:
Pro rata cash compensation of the annual cash compensation amounts set forth above shall be made, as applicable, to (i) any director
who ceases to be a director, Chairman of the Board or member or chairman of any committee of the Board and (ii) any new Non-Employee
director who is appointed by the Board, any independent director who is appointed to the position of Chairman of the Board or chairman
of any such committee of the Board or any independent director who is appointed to serve on any such committee of the Board, for
their services rendered as a director and/or committee member, for the portion of the year in which such director so served. |
| |
● |
Initial
Equity Grant: One-time equity grant upon initial appointment or election to the Board equal to 0.1% of the Company’s
capital on a fully diluted basis as of the date of grant, which shall vest upon and in the manner approved by the Compensation Committee
and the Board of Directors. |
| |
● |
Annual
Equity Grant: Annual equity grants of 0.067% of the Company’s share capital on a fully diluted basis as of the date
of grant to each continuing director, which shall vest upon and in the manner approved by the Compensation Committee and the Board
of Directors. |
| (C) | In
the event of any discrepancy between the New Compensation Scheme and the provisions of the
Company’s 2019 Compensation Policy for Company Office Holders, the former shall prevail. |
At
the Meeting, we will also present and discuss our annual audited consolidated financial statements for the year ended December 31, 2020,
as previously made available to our shareholders as part of our Form 20-F filed with the Securities and Exchange Commission and available
at www.sec.gov and in the “Investor Relations” section of our Company’s website, www.vblrx.com. We will also
transact such other business as may properly come before the Meeting or any adjournment thereof.
Board
Recommendation
Our
Board unanimously recommends that you vote “FOR” each of the above proposals.
Quorum
On
August 31, 2021, we had 62,368,457 ordinary shares issued and outstanding (excluding treasury shares). Each ordinary share outstanding
as of the close of business on the record date, September 20, 2021 is entitled to one vote upon the proposal to be presented at
the Meeting. Under our Articles of Association, the Meeting will be properly convened if at least two shareholders attend the Meeting
in person or sign and return proxies, provided that they hold shares representing at least twenty-five percent (25%) of our voting power.
If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned for one week
(to the same day, time and place), or to a day, time and place proposed by the Chairman with the consent of the holders of a majority
of the voting power represented at the Meeting in person or by proxy and voting on the adjournment. At such adjourned meeting the presence
of at least two shareholders in person or by proxy (regardless of the voting power represented by their shares) will constitute a quorum.
Vote
Required for Approval of the Proposal
The
affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon
(which excludes abstentions) is necessary for the approval of proposals.
In
addition, the approval of Proposals 4 and 6 require that either of the following two voting requirements be met as part of the approval
by an ordinary majority of shares present and voting thereon:
| ● | the
majority voted in favor of the proposal includes a majority of the shares held by non-controlling
shareholder or shareholder who do not have a personal interest in the approval of the proposal
that is voted at the Meeting, excluding abstentions; or |
| ● | the
total number of shares held by non-controlling shareholders and disinterested shareholders
(as described in the previous bullet-point) voted against the proposal does not exceed two
percent (2%) of the aggregate voting rights in the Company. |
For
purposes of the foregoing, a “controlling shareholder” is any shareholder that has the ability to direct a company’s
activities (other than by means of being a director or other office holder of the company). A person is presumed to be a controlling
shareholder if it holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of a
company or its general manager, but excludes a shareholder whose power derives solely from his or her position as a director of the Company
or from any other position with the company.
For
the purpose of Proposals 4 and 6, including a person who holds 25% or more of the voting rights in the Meeting of the Company if there
is no other person who holds more than fifty percent of the voting rights in the company; for the purpose of a holding, two or more persons
holding voting rights in a company each of which has a personal interest in the approval of the transaction being brought for approval
of the company shall be considered to be joint holders.
A
“Personal Interest” of a shareholder (i) includes an interest of any member of the shareholder’s immediate family (i.e.,
spouse, sibling, parent, parent’s parent, descendent, the spouse’s descendent, sibling or parent, and the spouse of each
of these) or an interest of an entity with respect to which the shareholder (or such a family member thereof) serves as a director or
the chief executive officer, owns at least 5% of the shares or its voting rights or has the right to appoint a director or the chief
executive officer; and (ii) excludes an interest arising solely from the ownership of shares of the company. In determining whether a
vote cast by proxy is disinterested, the “personal interest” of the proxy holder is also considered and will cause that vote
to be treated as the vote of an interested shareholder, even if the shareholder granting the proxy does not have a personal interest
in the matter being voted upon
A
shareholder must inform our Company before the vote (or if voting by proxy, indicate on the proxy card) whether or not such shareholder
is a controlling shareholder (as applicable) or has a Personal Interest (within the meaning as aforementioned), and FAILURE TO DO SO
in relation to the vote on Proposal 4 or Proposal 6 SHALL BE DEEMED by the Company (absent of statement or other form of written explanation
to indicate otherwise, and if voting by proxy, indication on the proxy card) as if such shareholder HAS A PERSONAL INTEREST in said proposal.
Therefore, a shareholder who signs and returns a proxy card or voting instruction without actively confirming not to have Personal Interest,
will be deemed to be confirming that such shareholder, and any related party of such shareholder has a personal interest with respect
to Proposal 4 or Proposal 6. If you believe that you, or a related party of yours, DO NOT possess a Personal Interest and you wish to
participate in the vote on Proposal 4 or Proposal 6, you should indicate the no-existence of a Personal Interest on the enclosed proxy
card (if applicable) and should furthermore contact our general counsel, at +972-8-9935000 or Fax; +972-8-9935001, who will advise you
as to how to submit your votes for the proposals. If you hold your shares in “street name” (i.e., shares that are held through
a bank, broker or other nominee) and believe that you possess a Personal Interest in the approval of Proposal 4 or Proposal 6, you may
also contact the representative managing your account, who could then contact our general counsel on your behalf.
How
You Can Vote
You
can vote your shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting will differ for shares
held as a record holder and shares held in “street name” (through a broker, trustee or nominee). Record holders of shares
can vote by proxy cards. Holders of shares in “street name” will have to instruct their banks, brokers or other nominees
on how to vote.
Shareholders
of Record
If
you are a shareholder of record (that is, you hold a share certificate that is registered in your name), you can submit your vote by
completing, signing and submitting a proxy card, which will be accessible at the “Investor Relations” portion of the Company’s
website, as described below under “Availability of Proxy Materials.” You may change your mind and cancel your proxy card
by sending us written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the Meeting.
Except if the Chairman of the Meeting determines otherwise, we will not be able to count a proxy card unless we receive it at our principal
executive offices at the above address, not less than forty-eight (48) hours prior to the time fixed for the Meeting (i.e. prior to 4:00
p.m. (Israel time) on October 17, 2021).
Please
follow the instructions on the proxy card. If you provide specific instructions (by marking a box) with regard to the proposals, your
shares will be voted as you instruct. If you sign and return your proxy card without giving specific instructions with respect to Proposal
1, 2 and Proposal 5 your shares will be voted in accordance with the recommendations of the Board. The persons named as proxies in the
enclosed proxy card will furthermore vote in accordance with the recommendations of the Board on any other matters that properly come
before the Meeting.
Shareholders
Holding in “Street Name”
If
you hold ordinary shares in “street name”, that is, you are an underlying beneficial holder who holds ordinary shares through
a bank, broker or other nominee, the voting process will be based on your directing the bank, broker or other nominee to vote the ordinary
shares in accordance with your voting instructions (by completing and mailing the enclosed proxy card or voting instruction card). Because
a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a “legal
proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Meeting.
If
no instructions are received by the bank, broker or other nominee from you on or before the date established for such purpose with
respect to Proposals 1, 2, 3, 4 and 6 the bank, broker or other nominee will not vote your shares (commonly referred to as a
“broker non-vote”). If no instructions are received by the bank, broker or other nominee from you with respect to
Proposal 5, it may vote at its discretion on that proposal.
Where
a beneficial owner has executed and returned a proxy card or voting instruction card, but has not provided voting instructions with respect
to any proposals, and the broker, trustee or nominee may not (in the case of Proposals 1,2, 3, 4 and 6), or does not (in the case of
Proposal 5) cast a vote with respect to the proposals, the shares held by the beneficial owner will be included in determining the presence
of a quorum at the Meeting, but are not considered “present” for the purpose of voting on the particular proposals. Such
shares have no impact on the outcome of the voting on any of the proposals.
Who
Can Vote
You
are entitled to notice of the Meeting and to vote at the Meeting if you are a shareholder of record at the close of business on September
20, 2021. You are also entitled to notice of the Meeting and to vote at the Meeting if you held ordinary shares through a
bank, broker or other nominee that is one of our shareholders of record at the close of business on September 20, 2021
or which appear in the participant listing of a securities depository on that date.
Solicitation
of Proxies
Proxies
are being distributed to shareholders on or about September 2, 2021. Certain officers, directors, employees, and agents of the
Company, none of whom will receive additional compensation therefor, may solicit proxies by telephone, emails, or other personal contact.
We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable
expenses of brokerage firms and others for forwarding material to beneficial owners of shares.
Availability
of Proxy Materials
Copies
of the proxy card, the notice of the Meeting and this Proxy Statement are available in the “Investor Relations” section of
our Company’s website, www.vblrx.com. The contents of that website are not a part of this Proxy Statement.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information with respect to the beneficial ownership of our ordinary shares as of August 31, 2021
| ● | each
person or entity known by us to own beneficially more than 5% of our outstanding ordinary
shares; |
| ● | each
of our executive officers and directors individually; and |
| ● | all
of our executive officers and directors as a group. |
| Name | |
Number
of Ordinary Shares Beneficially
Owned** | | |
Percentage
of Ownership*** | |
| 5%
Shareholders | |
| | | |
| | |
| The
Thai Lee Family Trust (1) | |
| 17,361,396 | | |
| 24.22 | % |
| Aurum
Ventures M.K.I. Ltd (2) | |
| 6,839,059 | | |
| 10.75 | % |
| Victor
Leo (3) | |
| 3,619,048 | | |
| 5.64 | % |
| Executive
Officers and Directors | |
| | | |
| | |
| Dr.
Bennett M. Shapiro (4) | |
| 412,811 | | |
| * | |
| Prof.
Dror Harats (5) | |
| 2,107,142 | | |
| 3.31 | % |
| Marc D. Kozin | |
| 75,000 | | |
| * | |
| Dr.
Ron Cohen | |
| 133,125 | | |
| * | |
| Dr.
Shmuel (Muli) Ben Zvi | |
| 113,750 | | |
| * | |
| Ms.
Ruth Alon | |
| 78,125 | | |
| * | |
| Mr.
David Hastings | |
| 80,000 | | |
| * | |
| Dr.
Erez Feige | |
| 238,067 | | |
| * | |
| Mr.
Amos Ron | |
| 312,667 | | |
| * | |
Dr.
Eyal Breitbart
| |
| 246,031 | | |
| * | |
| Dr.
Tamar Rachmilewitz | |
| 89,313 | | |
| * | |
| Dr.
Naamit Sher | |
| 195,500 | | |
| * | |
| Adv.
Ayelet Horn | |
| 59,851 | | |
| * | |
| Dr.
Ron Cohen | |
| 133,125 | | |
| * | |
| Dr.
Shmuel (Muli) | |
| 113,750 | | |
| * | |
| Ben
Zvi Ms. Ruth Alon | |
| 78,125 | | |
| * | |
|
All
directors and executive officers as a group (15 individuals total) (6)
| |
| 4,428,522 | | |
| 6.74% | |
*
Less than 1%.
| ** | Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission
(the “SEC”), and generally includes voting or investment power with respect
to securities. Ordinary shares relating to options currently exercisable or exercisable within
60 days of August 31, 2021 are deemed outstanding for computing the percentage of
the person holding such securities but are not deemed outstanding for computing the percentage
of any other person. Except as indicated by footnote, and subject to community property laws
where applicable, the persons named in the table above have sole voting and investment power
with respect to all shares shown as beneficially owned by them. |
| *** | The
percentages shown are based on ordinary shares issued and outstanding as of August 31,
2021. |
| (1) | Consists
of (i) 8,056,634 ordinary shares and (ii) 9,304,762 warrants to purchase ordinary shares
exercisable as of August 31, 2021 held directly by the Thai Lee Family Trust over
which Thai Lee exercises voting and investment power. As such, Ms. Lee may be deemed to have
beneficial ownership over our shares held by the Thai Lee Family Trust. The address of the
Thai Lee Family Trust is 290 Davidson Avenue Somerset, NJ 0887. |
| (2) | Consists
of (i) 5,569,218 ordinary shares and (ii) 1,269,841 warrants to purchase ordinary shares
exercisable as of August 31, 2021 held directly by Aurum Ventures M.K.I. Ltd. Voting
and investment power over such shares are vested with Mr. Morris Kahn, who controls Aurum
Ventures M.K.I. Ltd. As such, Mr. Kahn may be deemed to have beneficial ownership over our
shares held by Aurum Ventures M.K.I. Ltd. The address of Aurum Ventures M.K.I. Ltd. is 16
Abba Hillel Silver Rd., Ramat Gan, 5250608, Israel. |
| (3) | Consists
of (i) 1,809,524 ordinary shares and (ii) 1,809,524 warrants to purchase ordinary shares
exercisable as of August 31, 2020 held directly by Victor Leo. The address for Victor
Leo is 70 Rainey Street, #3302, Austin, TX 78701. |
| (4) | Consists
of (a) 24,440 outstanding shares held by Puretech Ventures LLC, which may be deemed to be
beneficially owned by Bennett M. Shapiro, our former chairman and a senior partner
and chairman of Puretech Ventures LLC; (b) 125,808 outstanding shares held by Bennett M.
Shapiro and Fredericka F. Shapiro, JTWROS; and (c) options to purchase 412,811 shares exercisable
within 60 days of August 31, 2021 held by Bennett M. Shapiro. |
| (5) | Consists
of (a) 755,773 outstanding shares held by or for Prof. Harats; and (b) options to purchase
1,346,409 shares exercisable within 60 days of August 31, 2021. |
| (6) | Consists
of (a) options to purchase 3,329,698 shares exercisable within 60 days of August 31,
2021; and (b) 1,084,262 outstanding shares. |
PROPOSAL
1
ELECTION
OF SEVEN DIRECTORS
Background
We
currently have a Board composed of seven directors. Following the adoption by the Company of certain exceptions provided under the Companies
Law, the Company is exempt from the requirement to appoint external directors. Our Board is comprised of one class of directors. Except
for Prof. Dror Harats, our Chief Executive Officer (“CEO”), all other directors are Independent Directors, as such term is
defined by Nasdaq Marketplace Rules. A director is elected annually and holds office until the next annual general meeting of shareholders
following the general meeting at which such director was elected or until his or her earlier resignation or removal pursuant to a resolution
of a general meeting of shareholders or applicable law.
Our
board of directors has nominated Dr. Shapiro, Prof. Harats, Ms. Alon, Dr. Ben Zvi, Dr. Cohen, Mr. Hastings and Mr. Kozin for election
as directors at the Meeting.
The
Companies Law requires that a person will not be elected and will not serve as a director in a public company if he or she does not have
the required qualifications and the ability to dedicate an appropriate amount of time for the performance of his or her position as director
of the company, taking into consideration, among other factors, the special needs and size of the company. A general shareholder meeting
of a public company at which the appointment of a director is to be considered may not be held unless the nominee has declared to the
company, inter alia, that he or she complies with the above-mentioned requirements, and provides details of his or her applicable qualifications.
The
following information is supplied with respect to each nominee for election to the Board and is based upon the records of the Company
and information provided to us by the nominees:
Dr.
Bennett M. Shapiro, M.D. has served on our Board since September 2004 and as Chairman since 2007. In addition to serving on our board
of directors, Dr. Shapiro has been a senior partner at PureTech Ventures, an innovation enterprise, since 2004, and as chairman from
2009-2015; he now continues as a Non-Executive Director of PureTech Health PLC-PRTC. From 1990 to 2003, Dr. Shapiro served as executive
vice president, Merck Research Laboratories. Prior to that, from 1970 to 1990, Dr. Shapiro was a professor of the Department of Biochemistry
at the University of Washington and served as chairman from 1985 to 1990. Prior to joining the University of Washington, from 1965 to
1970, Dr. Shapiro served as a research associate, then section head, in the Laboratory of Biochemistry of the National Heart Institute
of the U.S. National Institutes of Health. Dr. Shapiro has served as an external director on the board of directors of Momenta Pharmaceuticals
from 2003-2016, various private companies, and the Drugs for Neglected Diseases Initiative, an independent, non-profit drug development
partnership. Dr. Shapiro previously served on the board of directors of Celera Corporation prior to its acquisition by Quest Diagnostics
Inc. Dr. Shapiro received his B.S. in chemistry from Dickinson College and his M.D. from Jefferson Medical College. Dr. Shapiro has been
a Guggenheim Fellow, a fellow of the Japan Society for the Promotion of Science and a visiting professor at the University of Nice. We
believe Dr. Shapiro is qualified to serve on our Board because of his extensive technical and industry background, and his experience
serving on boards of directors of companies in our industry, including public companies.
Prof.
Dror Harats founded the Company in 2000 and has served as our chief executive officer since our inception. He has been a member of
our Board since January 2001. Prof. Harats is the Chairman of the Bert W. Strassburger Lipid Center and chair of the R&D division
at the Chaim Sheba Medical Center at Tel Hashomer and chairman of its Institute Review Board. Prof. Harats received his M.D. from Hadassah
Medical School at the Hebrew University of Jerusalem, Israel, following which he conducted post-doctoral work at the University of California,
San Francisco. Prof. Harats is also a Professor of Medicine in the Departments of Internal Medicine and Biochemistry at the Sackler Faculty
of Medicine of Tel-Aviv University, Israel. Prof. Harats has also served as a visiting scientist at Syntax Discovery Research. Prof.
Harats currently serves as an observer on the board of directors of Art Healthcare Ltd. We believe Prof. Harats is qualified to serve
on our Board because of his extensive technical and industry experience, as well as his knowledge of the Company.
Ruth
Alon has served on our Board since March 2010. Ms. Alon is currently the founder and CEO of Medstrada. Since 1997 and until December
24, 2016, Ms. Alon has served as a general partner in Pitango Venture Capital. Prior to her tenure at Pitango, Ms. Alon held senior positions
with Montgomery Securities from 1981 to 1987, Genesis Securities, LLC from 1993 to 1996, and Kidder Peabody & Co. from 1987 to 1993,
and managed her own independent consulting business in San Francisco in the medical devices industry from 1995 to 1996. Ms. Alon was
the founder and Chairperson of Israel Life Science Industry, a not-for-profit organization representing the mutual goals of the then
approximately 1000 Israeli life science companies. She was also the co-founder of the Israeli Advanced Technology Industries (IATI),
an umbrella organization of the hi-tech and life sciences industries in Israel, which includes venture capital funds, R&D centers
of multinational corporations and others. Ms. Alon has a B.A. in Economics from the Hebrew University of Jerusalem, Israel, an M.B.A.
from Boston University, and an M.S. from the Columbia University School of Physicians and Surgeons. We believe Ms. Alon is qualified
to serve on our Board because of her extensive business and industry background, as well as her experience as a seasoned investor.
Dr.
Shmuel (Muli) Ben Zvi joined our Board in September 2018. Dr. Ben Zvi is currently a board member at Bank Leumi, the second largest
bank in Israel, and a member of its audit, risk management, technology and strategy committees. Dr. Ben Zvi is also a board member of
SOL-GEL Technologies (NASDAQ: SLGL) and a member of the audit and compensation committees. From 2004 to 2014, Dr. Ben Zvi held various
managerial positions at Teva Pharmaceuticals Industries Ltd., dual listed on Nasdaq and the TASE, including VP Finance and VP Strategy.
From 2000 to 2004, Dr. Ben Zvi was the financial advisor to the Chief of General Staff of the Israel Defense Forces and head of the Defense
Ministry budget department. Dr. Ben Zvi holds a Ph.D. in economics from Tel-Aviv University, Israel and participated in the Harvard Business
School Advanced Management Program (AMP). We believe Dr. Ben Zvi is qualified to serve on our Board because of his financial expertise
and extensive experience in the Pharma industry.
Dr.
Ron Cohen, M.D. joined our Board in February 2015. In addition to serving on our Board, Dr. Cohen has served as President, Chief
Executive Officer and founder of Acorda Therapeutics, Inc., since 1995. Previously he was a principal in the startup and an officer of
Advanced Tissue Sciences, Inc., a biotechnology company engaged in the growth of human organ tissues for transplantation, from 1986 to
1992. Dr. Cohen received his B.A. with honors in Psychology from Princeton University, and his M.D. from the Columbia College of Physicians
& Surgeons. He completed his residency in Internal Medicine at the University of Virginia Medical Center, and is Board Certified
in Internal Medicine. Dr. Cohen is a Director on the Board of the Biotechnology Innovation Organization (BIO) and previously served as
Chair of the Board. He served as a Director of Dyax Corporation until the end of 2015, and also previously served as Director and Chair
of the New York Biotechnology Association. He is a recipient of the NY CEO Lifetime Achievement Award and the Ernst & Young Entrepreneur
of the Year Award for the New York Metropolitan Region, and has been recognized by PharmaVOICE Magazine as one of the 100 Most Inspirational
People in the Biopharmaceutical Industry. We believe Dr. Cohen is qualified to serve on our Board because of his extensive business and
industry background.
David
Hastings joined our Board in January 2018. Mr. Hastings has more than 20 years of finance, accounting and operations experience in
the bio-pharmaceutical industry. Mr. Hastings joined Arbutus BioPharma in June 2018 and currently serves as its Chief Financial Officer.
Mr. Hastings previously served as the Chief Financial Officer and Executive Vice President of Incyte Corporation from 2003 until 2014.
During this time, Mr. Hastings oversaw all financial aspects as Incyte transitioned from research and development to commercialization,
following the launch of Jakafi® (ruxolitinib). Mr. Hastings also previously served as Vice President, Chief Financial Officer and
Treasurer of ArQule Inc. During his tenure at ArQule, he played an important role in ArQule’s transition into a drug discovery
and development organization, and in two strategic acquisitions, including the purchase of Cyclis Pharmaceuticals Inc. Prior to that,
Mr. Hastings was with Genzyme Corporation as its Vice President and Corporate Controller, and with Sepracor, Inc. where he was Director
of Finance. Most recently, Mr. Hastings served as the Chief Financial Officer and Senior Vice President of Unilife Corporation (a medical
device company) from 2015 to 2017 and as its Chief Accounting Officer and Treasurer from 2016 to 2017. He is a member of the Board Director
of SCYNEXIS, Inc. and Entasis, Inc. and chairs their Audit Committees. We believe Mr. Hastings is qualified to serve on our Board because
of his extensive financial and business background.
Marc
D. Kozin joined our Board in November 2020 and has served as Chairman of the Board since July 20, 2021. Mr. Marc D. Kozin is
a professional Board Member, with three decades of industry expertise advising biopharmaceutical, life sciences and medtech companies.
He is currently the Chairman of the Strategy Advisory Board of HealthCare Royalty Partners (HCR), a leading investment firm in healthcare,
providing royalty monetization and senior debt, a position he has held since 2013. Mr. Kozin was a career strategy consultant, having
served as President of L.E.K. Consulting’s North American practice from 1997 to 2012 and as Senior Advisor from January 2012 to
December 2018. Mr. Kozin has served on over a dozen Boards in a variety of roles and on all committees. He serves as a Director and serves on the Compensation Committee of UFP Technologies (Nasdaq: UFPT). He serves as Director and
Chairman of the Compensation Committee for Dicerna Pharmaceuticals (Nasdaq: DRNA). Previously, he served on the board of Endocyte (Nasdsq:
ECYT), helping the company negotiate a $2.1 billion M&A deal with Novartis. He was also a board member of Dyax (Nasdsq: DYAX) which
was acquired by Shire in 2015 for $6.5 billion. He also served on the boards of directors of Brandwise, Inc., Lynx Therapeutics, Inc.,
Assurance Medical, Inc., Medical Simulation Corporation, Advizex, and CrunchTime! Information Systems. Mr. Kozin has served as Director
of The Greenlight Fund, a non-profit focused on improving the lives of inner city children in families, since 2017. He was also on the
Board of Governors at New England Medical Center and the Board of DukeEngage for several years. He received a BS in Economics from Duke
University in 1983 and an MBA in Finance from The Wharton School in 1987. We believe that Mr. Kozin’s substantial experience serving
as a board member to biopharmaceutical companies, as well as his business background, provide him with the qualifications and skills
to serve as a member of our Board of Directors
Proposed
Resolutions
We
are proposing the adoption by our shareholders of the following resolutions:
| (a) | “RESOLVED,
that Dr. Bennett M. Shapiro be, and hereby is, re-elected to serve as a director of the Company,
effective from the date hereof and until the next annual general meeting of shareholders
or until his earlier resignation or removal.” |
| (b) | “RESOLVED,
that Prof. Dror Harats be, and hereby is, re-elected to serve as a director of the Company,
effective from the date hereof and until the next annual general meeting of shareholders
or until his earlier resignation or removal.” |
| (c) | “RESOLVED,
that Ms. Ruth Alon be, and hereby is, re-elected to serve as a director of the Company, effective
from the date hereof and until the next annual general meeting of shareholders or until her
earlier resignation or removal.” |
| (d) | “RESOLVED,
that Dr. Shmuel (Muli) Ben Zvi be, and hereby is, re-elected to serve as a director of the
Company, effective from the date hereof and until the next annual general meeting of shareholders
or until his earlier resignation or removal.” |
| (e) | “RESOLVED,
that Dr. Ron Cohen be, and hereby is, re-elected to serve as a director of the Company, effective
from the date hereof and until the next annual general meeting of shareholders or until his
earlier resignation or removal.” |
| (f) | “RESOLVED,
that Mr. David Hastings be, and hereby is, re-elected to serve as a director of the Company,
effective from the date hereof and until the next annual general meeting of shareholders
or until his earlier resignation or removal.” |
| (g) | “RESOLVED,
that Mr. Marc Kozin be, and hereby is, re-elected to serve as a director of the Company,
effective from the date hereof and until the next annual general meeting of shareholders
or until his earlier resignation or removal.” |
Required
Vote
Shareholders
may vote for or against, or may abstain from voting, in connection with the re-election of any of the said nominees. The affirmative
vote of holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for
the approval of each of the resolutions included in Proposal 1.
Board
Recommendation
The
Board unanimously recommends a vote FOR the foregoing resolutions approving the re-election of each of Dr. Shapiro, Prof. Harats, Ms.
Alon, Mr. Hastings, Dr. Cohen, Dr. Ben Zvi and Mr. Kozin.
PROPOSAL
2
ELECTION
OF MS. ALISON FINGER AND MR. MICHAEL RICE AS DIRECTORS AND APPROVAL OF THEIR COMPENSATION TERMS
Background
Our
Board has nominated Ms. Finger and Mr. Rice for election as directors at the Meeting. Ms. Finger and Mr. Rice, whose professional backgrounds
are described below, have advised the Company (and provided the requisite declaration under the Companies Law) that they are willing,
able and ready to serve as directors if elected. Under our Articles of Association, if elected, Ms. Finger and Mr. Rice will serve for
an initial term until our next annual general meeting of shareholders, at which time they will be eligible to be nominated for reelection
to the Board.
Subject
to the election of Ms. Finger and Mr. Rice as members of the Board, Ms. Finger and Mr. Rice shall each be entitled to an annual compensation
of US$30,000 paid quarterly, and additional US$900 for attending a Board meeting or a meeting of a committee of the Board, and subject
to obtaining the approvals required under the Companies Law with respect to grants of compensation to directors, the Company will grant
each of Ms. Finger and Mr. Rice options to purchase 87,000 ordinary shares, nominal value NIS 0.01 each (the “Ordinary Shares”)
under our 2014 Plan each of which shall be exercisable at the market price upon date of grant and according to the standard agreements
and vest upon and in the manner approved by the Compensation Committee and the Board of Directors.
In
addition, the Board has determined that, commencing as of the next annual general meeting of shareholders of the Company, Ms. Finger
and Mr. Rice shall each be entitled to receive an annual grant of options to purchase ordinary shares at the level set from time to time
by the Board for Non-Employee Directors, subject to the approval of the Compensation Committee and the Board and in an exercise
price per share and vesting schedule, as approved by the Compensation Committee and the Board.
The
Board has also determined that, Ms. Finger and Mr. Rice shall each be entitled to: (i) reimbursement for all reasonable and necessary
out-of-pocket expenses incurred in connection with the performance of the duties as directors; (ii) enter into the Company’s standard
indemnification agreement for its independent directors; and (iii) be covered by the Company’s Directors and Officers Liability
and Reimbursement Insurance.
The
Companies Law requires that a person will not be elected and will not serve as a director in a public company if he or she does not have
the required qualifications and the ability to dedicate an appropriate amount of time for the performance of his or her position as director
of the company, taking into consideration, among other factors, the special needs and size of the company. A general shareholder meeting
of a public company at which the appointment of a director is to be considered may not be held unless the nominee has declared to the
company, inter alia, that he or she complies with the above-mentioned requirements, and provides details of his or her applicable qualifications.
The
following information is supplied with respect to each nominee for election to the Board and is based upon the records of the Company
and information provided to us by the nominees:
Ms.
Alison Finger joined our Board in July 2021. Ms. Finger has nearly three decades of biotech and pharmaceutical leadership experience
building and optimizing brands and portfolios in the areas of genetic medicine, cell therapy, oncology, neurology, virology and metabolics.
Ms. Finger previously served as Chief Commercial Officer at bluebird bio, where she served in senior marketing and commercialization
roles from 2015 until 2021 and built the commercial infrastructure for Europe and the United States in advance of bluebird’s first
gene and cell therapy product launches. Prior to bluebird, Ms. Finger served as Vice President Global Marketing at Bristol-Myers Squibb
(BMS) from 2005 until 2014, leading the hematology/oncology, neurology, and virology franchises. In these roles, she led portfolio planning,
brand and franchise commercial strategy, and supported Research and Development and Corporate Business Development decisions. From 2007
until 2009, Ms. Finger also served as Managing Director of BMS Australia/New Zealand and has managed country, regional, and global P&Ls.
Previously, she served in various marketing positions in BMS, from 1993 until 2004. Ms. Finger earned her B.A. from St. Lawrence University
and an M.B.A. from Duke University’s Fuqua School of Business. We believe Ms. Finger is qualified to serve on our Board because
of her extensive marketing and commercialization background.
Michael
Rice joined our Board in July 2021. Mr. Rice has deep experience in portfolio management, investment banking, and capital markets.
Mr. Rice is a founding partner of LifeSci Advisors LLC, a life sciences investor relations consultancy, since 2010 and of LifeSci Capital
LLC, a research-driven investment bank, since 2013. Previously, Mr. Rice was the co-head of Health Care Investment Banking at Canaccord
Adams, where he was involved in debt and equity financing. Mr. Rice was also a Managing Director at Think Equity Partners, where he was
responsible for managing Healthcare Capital Markets, which included structuring and executing numerous transactions. Prior to that, he
served as a Managing Director at Bank of America serving large hedge funds and private equity healthcare funds while working closely
with Investment Banking. Previously, he was a Managing Director at JP Morgan/Hambrecht & Quist. Mr. Rice graduated from the University
of Maryland with a degree in Economics and currently sits on the board of 9 Meters Biopharma Inc. We believe Mr. Rice is qualified to
serve on our Board because of his extensive banking and industry background.
Proposed Resolution
We
are proposing the adoption by our shareholders of the following resolutions:
| (a) | “RESOLVED,
to elect Ms. Alison Finger to serve as a member of the Board, effective from the date hereof
and until the next annual general meeting of shareholders or until her earlier resignation
or removal and to approve the compensation terms and equity grant as fully described in Proposal
2 of this proxy statement.” |
| (b) | “RESOLVED,
to elect Mr. Michael Rice to serve as a member of the Board, effective from the date hereof
and until the next annual general meeting of shareholders or until his earlier resignation
or removal and to approve the compensation terms and equity grant as fully described in Proposal
2 of this proxy statement.” |
Required
Vote
Shareholders
may vote for or against, or may abstain from voting, in connection with the election of any of the said nominees and approval of their
compensation terms. The affirmative vote of holders of a majority of the voting power represented at the Meeting in person or by proxy
and voting thereon is necessary for the approval of the resolution included in Proposal 2.
Board
Recommendation
The
Board unanimously recommends a vote FOR the foregoing resolution approving the election of Ms. Finger and Mr. Rice to the Board and the
terms of Ms. Finger and Mr. Rice’s compensation
PROPOSAL
3
GRANT
OF OPTIONS TO BOARD MEMBERS
Background
The
Compensation Committee and the Board approved the grant of options under the 2014 Plan according to the standard agreements as follows:
(i) grant of an option to purchase 100,000 of our ordinary shares to Dr. Shapiro; (ii) grant of an option to purchase 45,000 of our ordinary
shares to Ms. Alon; (iii) grant of an option to purchase 45,000 of our ordinary shares to Dr. Ben Zvi; (iv) grant of an option to purchase
45,000 of our ordinary shares to Dr. Cohen; (v) grant of an option to purchase 45,000 of our ordinary shares to Mr. Hastings, each of
which shall vest upon and in the manner approved by the Compensation Committee and the Board of Directors.
Proposed
Resolution
We
are proposing the adoption by our shareholders of the following resolution at the Meeting:
“RESOLVED,
to approve the grant of options and performance share units under the 2014 Plan according to the standard agreements as follows: (i)
grant of an option to purchase 100,000 of our ordinary shares to Dr. Shapiro; (ii) grant of an option to purchase 45,000 of our ordinary
shares to Ms. Alon; (iii) grant of an option to purchase 45,000 of our ordinary shares to Dr. Ben Zvi; (iv) grant of an option to purchase
45,000 of our ordinary shares to Dr. Cohen; and (v) grant of an option to purchase 45,000 of our ordinary shares to Mr. Hastings, each
of which shall vest upon and in the manner approved by the Compensation Committee and the Board of Directors.”
Required
Vote:
Shareholders
may vote for or against, or may abstain from voting, in connection with the grant of option to the directors. The affirmative vote of
holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for the approval
of the resolution included in Proposal 3.
.
Board
Recommendation
The
Board unanimously recommends a vote FOR the foregoing resolution approving the grant of options.
PROPOSAL
4
AMENDMENT
OF THE CEO’S COMPENSATION TERMS
Background
Our
Compensation Committee and the Board approved the increase of the monthly base compensation of Prof. Dror Harats, a member of the Board
and the Chief Executive Officer (“CEO”) of the Company, under the Consulting and Employment agreements, taken as a whole,
to NIS 94,000.
Additionally,
the notice period for termination under Prof Harats’s Consulting Agreement is nine months, as approved by the General Meeting in
2007. The approval of the same under the Employment Agreement was un-intentionally missing from the General Meeting resolution at that
time. Therefore, as a “house cleaning” measure it is hereby sought to unify the notice period for termination under Prof
Harats’s Employment Agreement to a period of nine months as well.
Under
the Companies Law, the terms of service of a CEO of a public company, require the approval of the Compensation Committee, the Board and
the shareholders.
Proposed
Resolution
We
are proposing the adoption by our shareholders of the following resolution at the Meeting:
“RESOLVED,
to approve the increase of Prof. Dror Harats’s monthly base compensation under the Consulting and Employment agreements, taken
as a whole, to NIS 94,000, and to approve and ratify that the notice period for termination of Prof. Harats under the Employment agreements
is nine month.
Required
Vote:
Shareholders
may vote for or against, or may abstain from voting, in connection with the amendment of Prof. Harats’s compensation terms. The
affirmative vote of holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is
necessary for the approval of Proposal 4. Furthermore, the approval of Proposal 4 requires that either: (i) such majority includes at
least a majority of the voting power of the non-controlling and non-interested shareholders who are present in person or by proxy and
who vote on such proposal; or (ii) the total votes cast in opposition to the proposal by the non-controlling and non-interested shareholders
does not exceed 2% of all of the voting power in the Company.
A
shareholder that possesses a personal interest or is a controlling shareholder is qualified to participate in the vote; however, the
vote of such shareholder may not be counted towards the majority requirement described in clause (i) above and will not count towards
the 2% threshold described in clause (ii) above.
Board
Recommendation
The
Board unanimously recommends a vote FOR the foregoing resolution approving the amendment to Prof. Harats’s compensation terms.
PROPOSAL
5
APPROVAL
OF THE REAPPOINTMENT OF KESSELMAN & KESSELMAN
Background
Kesselman
& Kesselman, a member firm of PricewaterhouseCoopers International Limited, independent registered public accounting firm, or Kesselman
& Kesselman, served as our independent registered public accounting firm since its appointment in 2001. Our Audit Committee and Board
resolved to nominate Kesselman & Kesselman for reappointment as our independent registered public accounting firm for the year ending
December 31, 2021, and until the close of the next annual general meeting of shareholders of the Company.
Our
shareholders are being requested to approve Kesselman & Kesselman’s reappointment and authorize our board of directors (with
power of delegation to our audit committee) to fix Kesselman & Kesselman’s compensation in accordance with the volume and nature
of its services.
Proposed
Resolution
We
are proposing the adoption by our shareholders of the following resolution at the Meeting:
“RESOLVED,
(i) Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited be and hereby is reappointed as the Company’s
independent registered public accounting firm for the year ending December 31, 2021, and until the next annual general meeting of shareholders
of the Company, and (ii) the Board (with power of delegation to the Audit Committee) be, and hereby is, authorized, to fix the remuneration
of such independent registered public accounting firm in accordance with the volume and nature of its services.”
Required
Vote
Shareholders
may vote for or against, or may abstain from voting, in connection with the re-appointment of Kesselman & Kesselman. The affirmative
vote of holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for
the approval of the resolution included in Proposal 5.
Board
Recommendation
The
Board unanimously recommends a vote FOR the foregoing resolution approving the reappointment of, and authorizing the board of directors
to fix the remuneration of, the Company’s independent registered public accounting firm.
PROPOSAL
6
APPROVAL
OF NEW COMPENSATION SCHEME
Background
Under
the Companies Law, the Compensation Committee and the Board are responsible for approving the terms of employment or engagement of office
holders of the Company in accordance with the Company’s approved compensation policy. The compensation policy serves as the basis
for decisions concerning the financial terms of employment or engagement of office holders of a company, including exculpation, insurance,
or any monetary payment or obligation of payment in respect of employment or engagement. In 2019, the shareholders of the Company approved
the compensation policy for the Company’s officers and directors. Pursuant to the Companies Law, every public Israeli company is
required to adopt a compensation policy that sets forth guidelines for the compensation of office holders (as defined in the Companies
Law). In 2019, the shareholders of the Company approved the compensation policy for the Company’s officers and directors. The Companies
Law requires the Board to reevaluate the compensation policy from time to time, and upon any material change in the circumstances that
existed at the time the compensation policy was formulated; the compensation policy must be reviewed and re-approved at least once every
three years.
The
compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders
of a company, including exculpation, insurance, or any monetary payment or obligation of payment in respect of employment or engagement.
The compensation policy must relate to certain factors, including advancement of a company’s objectives, a company’s business
and its long-term strategy, and creation of appropriate incentives for office holders. It must also consider, among other things, a company’s
risk management, size and the nature of its operations. The Companies Law describes what factors have to be considered by, and what principles
must be included in, a compensation policy.
We
retained Radford, a business unit of Aon plc, an independent executive compensation consulting firm (“Radford”), to review
our current non-employee director compensation against a market benchmark and recommend any changes. In fall 2020, Radford developed
a compensation benchmarking peer group for the Company’s Non-Employee Directors, who are based in both the United States and Israel.
Radford ultimately developed two peer groups: an Israeli peer group of Israeli-headquartered, US-listed life sciences organizations with
market capitalization under $500m, and a United States peer group of US pre-commercial bio/pharma organizations with market capitalization
under $150m. Upon recommendation of Radford, based on a review of the combined data for both peer groups, our Compensation Committee
and Board approved the Company’s Non-Employee Directors’ New Compensation Scheme.
The
Israeli-headquartered, US-listed peer group consisted of the following organizations:
| Ayala
Pharmaceuticals, Inc. |
Kamada
Ltd. |
| BiomX
Inc. |
Kitov
Pharma Ltd. |
| BiondVax
Pharmaceuticals Ltd. |
Pluristem
Therapeutics Inc. |
| Can-Fite
BioPharma Ltd. |
Protalix
BioTherapeutics, Inc. |
| CollPlant
Biotechnologies Ltd. |
RedHill
Biopharma Ltd. |
| Intec
Pharma Ltd. |
Sol-Gel
Technologies Ltd.
|
The
US peer group consisted of the following organizations:
| Actinium
Pharmaceuticals, Inc. |
Onconova
Therapeutics, Inc. |
| BioCardia,
Inc. |
OncoSec
Medical Incorporated |
| Caladrius
Biosciences, Inc. |
PDS
Biotechnology Corporation |
| Diffusion
Pharmaceuticals Inc. |
Sunesis
Pharmacueticals, Inc. |
| Idera
Pharmaceuticals, Inc. |
TRACON
Pharmaceuticals, Inc. |
| Infinity
Pharmaceuticals , Inc. |
Tyme
Technologies, Inc.
|
We
believe the authorizations requested in this Proposal 6 will benefit our shareholders by enabling us to attract and retain qualified
individuals to serve as members of our Board and to continue to provide advice to, and independent oversight of, management.
We
are now asking our shareholders to approve the terms of the Non-Employee Directors’ New Compensation Scheme, which would take effect
on the date of shareholder approval of this Proposal 6 and enable us to provide payment of the compensation described under (A) Cash
Compensation and (B) Equity Compensation below to our Non-Employee Directors for their service on our Board and its committees for the
Board service period commencing on the date of our 2021 Annual General Meeting .
| |
● |
Board
of Directors: Annual cash compensation of US$35,000 to each Non-Employee director, other than the Chairman of the Board and
the former Chairman of the Board. |
| |
● |
Audit
Committee: Additional annual cash compensation of US$15,000 to the Chairman of the Audit Committee and US$7,500 to each member
of the Audit Committee other than the Chairman. |
| |
● |
Compensation
Committee: Additional annual cash compensation of US$12,000 to the Chairman of the Compensation Committee and $6,000 to each
member of the Compensation Committee other than the Chairman. |
| |
● |
Nominating
and Corporate Governance Committee and other committees: Additional annual cash compensation of US$8,000 to the Chairman
of the Nominating and Corporate Governance Committee or other committees and US$4,000 to each member of the Nominating and Corporate
Governance Committee or other committees other than the Chairman. |
| |
● |
Proration:
Pro rata cash compensation of the annual cash compensation amounts set forth above shall be made, as applicable, to (i) any director
who ceases to be a director, Chairman of the Board or member or chairman of any committee of the Board and (ii) any new Non-Employee
director who is appointed by the Board, any independent director who is appointed to the position of Chairman of the Board or chairman
of any such committee of the Board or any independent director who is appointed to serve on any such committee of the Board, for
their services rendered as a director and/or committee member, for the portion of the year in which such director so served. |
| |
● |
Initial
Equity Grant: One-time equity grant upon initial appointment or election to the Board equal to 0.1% of the Company’s
capital on a fully diluted basis as of the date of grant, which shall vest upon and in the manner approved by the Compensation Committee
and the Board of Directors, but not less than 2 years until full vesting. |
| |
● |
Annual
Equity Grant: Annual equity grants of 0.067% of the Company’s share capital on a fully diluted basis as of the date
of grant to each continuing director, which shall vest upon and in the manner approved by the Compensation Committee and the Board
of Directors, but not less than 2 years until full vesting. |
| (C) | In
the event of any discrepancy between the New Compensation Scheme and the provisions of the
Company’s 2019 Compensation Policy for Company Office Holders, the former shall prevail. |
Proposed
Resolution
We
are proposing the adoption by our shareholders of the following resolution at the Meeting:
“RESOLVED,
that the New Compensation Scheme for the Non-Employee Directors of the Company set forth in this Proposal 6, as approved by the Compensation
Committee and the Board , be, and hereby is, approved by the shareholders of the Company.”
Required
Vote:
Shareholders
may vote for or against, or may abstain from voting, in connection with New Compensation Scheme. The affirmative vote of holders of a
majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for the approval of Proposal
6. Furthermore, the approval of Proposal 6 requires that either: (i) such majority includes at least a majority of the voting power of
the non-controlling and non-interested shareholders who are present in person or by proxy and who vote on such proposal; or (ii) the
total votes cast in opposition to the proposal by the non-controlling and non-interested shareholders does not exceed 2% of all of the
voting power in our Company.
A
shareholder that possesses a personal interest or is a controlling shareholder is qualified to participate in the vote; however, the
vote of such shareholder may not be counted towards the majority requirement described in clause (i) above and will not count towards
the 2% threshold described in clause (ii) above.
Board
Recommendation
The
Board unanimously recommends a vote FOR the foregoing resolution approving the New Compensation Scheme for the Company’s Non-Executive
Directors.
COMPENSATION
Summary
Compensation Table
The
table below reflects the compensation granted to our five most highly compensated officers during or with respect to the year ended December
31, 2020. All amounts reported in the table reflect the cost to the Company, as recognized in our financial statements for the year ended
December 31, 2020.
| | |
Salary | | |
| | |
Share- | | |
| | |
| | |
| |
| | |
&Social | | |
| | |
Based | | |
Other | | |
| | |
| |
| Name
and Position | |
Benefits
(1) | | |
Bonus | | |
Payment
(2) | | |
Compensation
(3) | | |
Total | | |
Total
(4) | |
| | |
(New
Israeli Shekels in thousands) | | |
(US
Dollars
in thousands) | |
| Prof.
Dror Harats Chief Executive Officer | |
| 1,402 | | |
| 514 | | |
| 944 | | |
| 205 | | |
| 3,066 | | |
| 891 | |
| Amos
Ron Chief Financial Officer | |
| 819 | | |
| 157 | | |
| 319 | | |
| 106 | | |
| 1,401 | | |
| 407 | |
Dr.
Eyal Breitbart Vice President, Research and
Operations | |
| 777 | | |
| 150 | | |
| 315 | | |
| 228 | | |
| 1,470 | | |
| 427 | |
Dr.
Erez Feige Vice President, Business Operations
| |
| 705 | | |
| 135 | | |
| 319 | | |
| 93 | | |
| 1,252 | | |
| 364 | |
Dr.
Naamit Sher Vice President, Clinical Drug
Development | |
| 706 | | |
| 135 | | |
| 300 | | |
| 110 | | |
| 1,251 | | |
| 364 | |
| (1) | Represents
the officer’s gross salary plus payment of mandatory social benefits made by the Company
on behalf of such officer. Such benefits may include, to the extent applicable to the executive,
payments, contributions and/or allocations for savings funds (e.g., Managers’ Life
Insurance Policy), education funds (referred to in Hebrew as “keren hishtalmut”),
pension, severance, risk insurances (e.g., life, or work disability insurance) and payments
for social security. |
| (2) | Represents
the equity-based compensation expenses recorded in the Company’s consolidated financial
statements for the year ended December 31, 2020 based on the options’ grant date fair
value in accordance with accounting guidance for equity-based compensation. |
| (3) | Represents
the other benefits to such officer, which includes either or both of (i) car expenses, including
lease costs, gas and maintenance, provided to the officers and (ii) vacation benefits. |
| (4) | Translated
from NIS into U.S. dollars at the rate of NIS 3.4424= U.S.$ 1.00, based on the average daily
representative rate of exchange between the NIS and the U.S. dollar reported by the Bank
of Israel for the full year of 2020. |
ADDITIONAL
INFORMATION
The
Company’s annual report for the year ended December 31, 2020, filed on Form 20-F on March 25, 2021 is available for viewing and
downloading on the SEC’s website at www.sec.gov as well as under the Investor Relations section of the Company’s
website at www.vblrx.com.
The
Company is subject to the information reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, applicable to foreign
private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s SEC filings are also available
to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from
the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Proxy Statement should
not be taken as an admission that the Company is subject to those proxy rules.
| |
By
order of the Board of Directors: |
| |
|
| Modi’in,
Israel |
Marc
Kozin, |
| September 2,
2021 |
Chairman
of the Board of Directors |
VASCULAR
BIOGENICS LTD.
PROXY
FOR THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS
TO
BE HELD ON OCTOBER 19, 2021
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby constitutes and appoints Amos Ron as the true and lawful attorney, agent and proxy of the undersigned, with full power
of substitution, to represent and to vote, on behalf of the undersigned, all of the ordinary shares of Vascular Biogenics Ltd. (the “Company”),
held of record in the name of the undersigned at the close of business on September 20, 2021, at the Annual General Meeting of
Shareholders of the Company (the “Meeting”) to be held at the offices of the Company at 8 HaSatat St. Modi’in, Israel
at 4:00 p.m. (local time), and at any and all adjournments or postponements thereof on the following matter, which is more fully described
in the Notice of the Annual General Meeting of Shareholders and Proxy Statement relating to the Meeting.
The
undersigned acknowledges receipt of the Notice of the Annual General Meeting of Shareholders and Proxy Statement of the Company relating
to the Meeting.
This
Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to
any proposal described below, this Proxy will be voted FOR such proposal and in such manner as the holder of the proxy may determine
with respect to any other business as may properly come before the Meeting or all and any adjournments or postponements thereof. Any
and all proxies heretofore given by the undersigned are hereby revoked.
(Continued
and to be signed on the reverse side)
ANNUAL
GENERAL MEETING OF SHAREHOLDERS OF VASCULAR BIOGENICS LTD.
September
2, 2021
NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The
Notice of Meeting, proxy statement and proxy card are available at - http://www.vblrx.com
Please
date, sign and mail your proxy card as soon as possible.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES TO DIRECTORS LISTED IN PROPOSAL 1 AND “FOR”
PROPOSALS 2, 3, 4, 5 AND 6.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
| 1. |
Election
of the following eight directors: |
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(a) |
Dr.
Bennett M. Shapiro |
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(b) |
Prof.
Dror Harats |
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(c) |
Ms.
Ruth Alon |
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(d) |
Dr.
Shmuel (Muli) Ben Zvi |
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(e) |
Dr.
Ron Cohen |
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(f) |
Mr.
David Hastings |
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(h) |
Mr.
Marc Kozin |
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| 2. | To
elect the following two directors, and approve the terms of their compensation and equity
grant as fully described in Proposal 2: |
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FOR
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AGAINST
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ABSTAIN |
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(a) |
Ms.
Alison Finger |
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(b) |
Mr.
Michael Rice |
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| 3. | To
approve the grant of options under the 2014 Plan according to the standard agreements and
at the terms referred to in the Proxy statement as follow: |
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FOR
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AGAINST |
ABSTAIN |
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(a) |
Grant
of options to purchase 100,000 of our ordinary shares to Dr. Bennett M. Shapiro, a member of our Board of Directors; |
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(b) |
Grant
of options purchase 45,000 of our ordinary shares to Ms. Ruth Alon, a member of our Board of Directors |
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(c) |
Grant
of options purchase 45,000 of our ordinary shares to Dr. Shmuel (Muli) Ben Zvi, a member of our Board of Directors; |
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(d) |
Grant
of options purchase 45,000 of our ordinary shares to Dr. Ron Cohen, a member of our Board of Directors; |
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(e) |
Grant
of options purchase 45,000 of our ordinary shares to Mr. David Hastings, a member of our Board of Directors; |
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(f) |
Grant
of options purchase 45,000 of our ordinary shares to Mr. Marc Kozin, a member of our Board of Directors; |
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| 4. |
To
approve the increase of Prof. Dror Harats’ monthly base compensation under the |
FOR |
AGAINST |
ABSTAIN |
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Consulting
and Employment agreements, taken as a whole, to NIS 94,000, and to extend the notice period for termination under Prof Harats’
Employment Agreement a period of nine months. |
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Are
you a “controlling shareholder” or do you have a “personal interest” (as defined |
YES |
NO |
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in
the Proxy Statement) with respect to the subject matter of Proposal 4? * |
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Kindly note that failure to mark the appropriate indication shall be deemed as if
you
have a personal interest in said Proposal.
| 5. |
To
ratify the reappointment of Kesselman & Kesselman, a member firm of |
FOR
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AGAINST
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ABSTAIN |
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PricewaterhouseCoopers
International Limited, as the Company’s independent registered |
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public
accounting firm for the year ending December 31, 2021, and until the next annual |
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general
meeting of shareholders of the Company and authorize the Board with power of |
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delegation
to its audit committee) to fix the said independent registered public accounting |
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firm’s
remuneration in accordance with the volume and nature of its services. |
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| 6. |
To
approve the Company’s New Compensation Scheme for the |
FOR
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AGAINST
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Company’s
Non-Executive Directors as fully described in Proposal 6. |
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Are
you a “controlling shareholder” or do you have a “personal interest” (as defined |
YES |
NO |
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in
the Proxy Statement) with respect to the subject matter of Proposal 6? * |
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*
Kindly note that failure to mark the appropriate indication shall be deemed
as
if you have a personal interest in said Proposal
Number
of shares voted
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Date |
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Signature
of shareholder
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Signature
of shareholder |
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Date |
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Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each owner should sign.
When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please
sign full corporate name by a duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership
name by authorized person.
