DarioHealth Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 29, 2026, DarioHealth Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The final voting results of the 2026 Annual Meeting are set forth below. Stockholders voted on the following proposals:
Proposal No. 1 — Election of Directors.
The stockholders elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows:
| Director Name | For | Against | Abstain | Broker Non-Votes | ||||
| Hila Karah | 4,098,021 | 82,234 | 2,607 | 797,471 | ||||
| Dennis Matheis | 4,149,931 | 30,353 | 2,576 | 797,473 | ||||
| Dennis M. McGrath | 4,080,055 | 100,230 | 2,576 | 797,472 | ||||
| Erez Raphael | 4,165,108 | 15,328 | 2,426 | 797,471 | ||||
| Yoav Shaked | 4,096,086 | 84,167 | 2,609 | 797,471 | ||||
| Lawrence Leisure | 4,166,444 | 13,841 | 2,576 | 797,472 | ||||
| Adam K. Stern | 4,159,811 | 20,470 | 2,579 | 797,473 |
Proposal No. 2 — Ratification of Auditors.
The stockholders ratified the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The votes were as follows:
| For | Against | Abstain | ||
| 4,952,777 | 17,242 | 10,314 |
Proposal No. 3 — Approve the Ratification of the Conversion of Preferred Shares.
The stockholders voted to ratify, for purposes of Nasdaq Listing Rule 5635(d): (i) the conversion of 25,605 shares of the Company’s Series D, D-1, D-2 and D-3 Preferred Stock into an aggregate of 1,697,843 shares of common stock, $0.0001 par value per share (the “Common Stock”), which were issued pursuant to private placement transactions that closed on December 18, 2024 and January 14, 2025 (the “Private Placement”); (ii) the issuance of up to 679,137 shares of Common Stock issuable as dividends to the shares of the Company’s Series D, D-1, D-2 and D-3 Preferred Stock; and (iii) to approve the issuance of up to 208,754 shares of Common Stock issuable as share consideration provided under the lock up agreements executed between the Company and certain purchasers in the Private Placement that are holders of the Company’s various Series B Preferred Stock and various Series C Preferred Stock, pursuant to which the Company agreed to issue additional shares of Common Stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by such purchaser, including dividend shares of Common Stock due upon conversion of these shares into shares of Common Stock. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 4,160,615 | 18,127 | 4,119 | 797,472 |
Proposal No. 4 — Twill Shares Issuance Proposal.
The stockholders voted to ratify, for purposes of Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of shares of Common Stock upon the exercise of certain pre-funded warrants, warrants and restricted stock units issued in connection with the Company’s acquisition of Twill Inc. pursuant to that certain Agreement and Plan of Merger, dated February 15, 2024, among the Company, Twill, Inc. and the other parties thereto. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 4,128,765 | 50,012 | 4,084 | 797,472 |
Proposal No. 5 — Increase in Equity Incentive Plan Authorized Shares Proposal.
The stockholders voted to amend and restate the Company’s Amended and Restated 2020 Equity Incentive Plan, as amended (the “2020 Equity Incentive Plan”), to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan by 500,000 shares. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 3,973,445 | 187,144 | 22,272 | 797,472 |
Proposal No. 6 — Non-Binding Advisory Resolution Proposal.
The stockholders voted to approve a non-binding advisory resolution regarding the compensation of the Company’s named executive officers as described in the accompanying proxy statement. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 4,070,845 | 107,691 | 4,325 | 797,472 |
Proposal No. 7 — Charter Amendment Proposal.
The stockholders voted to amend and restate the Company’s Certificate of Incorporation granting the Company’s board of directors the right to amend the Company’s bylaws. The votes were as follows:
| For | Against | Abstain | ||
| 4,903,748 | 69,686 | 6,899 |
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.
| Dated: January 29, 2026 | DARIOHEALTH CORP. | |
| By: | /s/ Chen Franco-Yehuda | |
| Name: Chen Franco-Yehuda | ||
| Title: Chief Financial Officer, Treasurer and Secretary | ||