Oramed Pharmaceuticals Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2025, Oramed Pharmaceuticals Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders. At the 2025 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment of the Company’s Amended and Restated 2019 Stock Incentive Plan, as amended (the ” Amended and Restated 2019 Plan”), to increase the aggregate number of shares of common stock, par value $0.012 per share, of the Company (“Common Stock”) authorized for issuance under the Amended and Restated 2019 Plan by 2,000,000 shares of Common Stock to 9,500,000 shares of Common Stock. The amendment to the Amended and Restated 2019 Plan previously had been approved, subject to stockholder approval, by the Company’s Board of Directors.
The Company’s officers and directors are among the persons eligible to receive awards under the Amended and Restated 2019 Plan in accordance with the terms and conditions thereunder. A detailed summary of the amendment to the Amended and Restated 2019 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on July 16, 2025 (the “Proxy Statement”) under the caption “Proposal 3: Amendment to Incentive Plan,” which summary is incorporated herein by reference. The full text of the amendment to the Amended and Restated 2019 Plan is attached as Appendix A to the Proxy Statement and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 19, 2025, the Company held its 2025 Annual Meeting of Stockholders. The final voting results at the 2025 Annual Meeting of Stockholders are set forth below.
Proposal No. 1 - Re-election of Directors.
The stockholders re-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 | ||||||||||||
| Dr. Daniel Aghion | 13,045,437 | 163,976 | 1,192,536 | 6,384,104 | ||||||||||||
| Dr. Miriam Kidron | 13,031,039 | 1,333,997 | 36,913 | 6,384,104 | ||||||||||||
| Nadav Kidron | 12,989,716 | 1,375,014 | 37,219 | 6,384,104 | ||||||||||||
| Dr. Arie Mayer | 12,994,256 | 215,059 | 1,192,634 | 6,384,104 | ||||||||||||
| Yehuda Reznick | 13,036,242 | 172,951 | 1,192,756 | 6,384,104 | ||||||||||||
| Leonard Sank | 12,888,223 | 320,710 | 1,193,016 | 6,384,104 | ||||||||||||
| Benjamin Shapiro | 12,456,964 | 753,720 | 1,191,265 | 6,384,104 | ||||||||||||
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Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm for the 2025 Fiscal Year.
The stockholders ratified the appointment of Kesselman & Kesselman, certified public accountants in Israel, a member of PricewaterhouseCoopers International Limited, as the independent registered public accounting firm of the Company for the 2025 fiscal year. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 19,408,725 | 1,359,336 | 17,992 | 0 | |||||||||||
Proposal No. 3 – Approval of an Amendment to the Company’s Amended and Restated 2019 Stock Incentive Plan.
The stockholders approved an amendment to the Company’s Amended and Restated 2019 Stock Incentive Plan. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 12,254,197 | 2,106,100 | 41,652 | 6,384,104 | |||||||||||
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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.
| ORAMED PHARMACEUTICALS INC. | ||
| By: | /s/ Nadav Kidron | |
| Name: | Nadav Kidron | |
| Title: | President and CEO | |
August 21, 2025
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