UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 20, 2024, JFrog Ltd. (“JFrog” or the “Company”) held an annual general meeting of shareholders (the “Annual General Meeting”) at the Company’s offices at 270 E. Caribbean Drive, Sunnyvale, California 94089. As of the close of business on April 10, 2024, the record date for the Annual General Meeting (the “Record Date”), there were 108,344,290 ordinary shares of JFrog issued and outstanding and entitled to vote at the Annual General Meeting. As of the Record Date, there were no preferred shares of JFrog issued and outstanding. At least 33⅓% of the voting rights in the issued JFrog share capital were present or represented at the Annual General Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal.
(b) The certified results of the matters voted on at the Annual General Meeting which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2024 (the “Proxy Statement”) are set forth below.
Proposal No. 1 – Re-election of each of Shomi Ben Haim, Jessica Neal, and Yvonne Wassenaar as Class I directors for a term of three (3) years, expiring at the end of the 2027 annual general meeting of shareholders or until their respective successors are duly elected and qualified or until such director’s earlier death, resignation or removal:
Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Shlomi Ben Haim |
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60,784,633 |
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17,531,067 |
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23,176 |
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14,080,968 |
Jessica Neal |
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59,734,110 |
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18,548,727 |
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56,039 |
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14,080,968 |
Yvonne Wassenaar |
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59,742,227 |
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18,552,444 |
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44,205 |
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14,080,968 |
Each of the above nominees was re-elected.
Proposal No. 2 – Approval and ratification of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of EY Global, as the independent auditors of the Company for the period ending at the close of the next annual general meeting:
For |
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Against |
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Abstain |
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Broker Non-Votes |
91,840,201 |
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409,751 |
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169,892 |
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.
Proposal No. 3 – Approval of changes to the compensation of Shlomi Ben Haim, JFrog’s Chief Executive Officer, as described in the Proxy Statement:
For |
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Against |
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Abstain |
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Broker Non-Votes |
70,792,251 |
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7,522,445 |
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24,180 |
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14,080,968 |
The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.
Proposal No. 4 – Approval of changes to the compensation of Yoav Landman, JFrog’s Chief Technology Officer, as described in the Proxy Statement:
For |
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Against |
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Abstain |
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Broker Non-Votes |
74,378,129 |
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3,930,816 |
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29,931 |
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14,080,968 |
The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.
Proposal No. 5 – Approval of the consulting agreement with Frederic Simon, the departing Chief Data Scientist of the Company, as described in the Proxy Statement:
For |
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Against |
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Abstain |
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Broker Non-Votes |
77,970,530 |
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343,200 |
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25,146 |
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14,080,968 |
The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.
SIGNATURE
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.
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JFrog Ltd. |
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Date: |
May 22, 2024 |
By: |
/s/ Eduard Grabscheid |
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Eduard Grabscheid |
Document And Entity Information |
May 20, 2024 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 20, 2024 |
| Entity Registrant Name | JFrog Ltd. |
| Entity Central Index Key | 0001800667 |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-39492 |
| Entity Incorporation, State or Country Code | L3 |
| Entity Tax Identification Number | 98-0680649 |
| Entity Address, Address Line One | 270 E. Caribbean Drive |
| Entity Address, City or Town | Sunnyvale |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94089 |
| City Area Code | 408 |
| Local Phone Number | 329-1540 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Ordinary Shares, NIS 0.01 par value |
| Trading Symbol | FROG |
| Security Exchange Name | NASDAQ |