ReWalk Robotics Ltd. filed SEC Form 8-K: Leadership Update, Other Events, Submission of Matters to a Vote of Security Holders

Israel	001-36612	Not applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 Donald Lynch Blvd. Marlborough, MA		01752
(Address of principal executive offices)		(Zip Code)

Not applicable

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Departure of Directors or Certain Officers.

The information included below under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 5.07          Submission of Matters to a Vote of Security Holders.

 

ReWalk Robotics Ltd. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Meeting”) on September 4, 2024. An aggregate of 4,206,883 ordinary shares, or approximately 48.25% of the Company’s 8,719,265 ordinary shares issued and outstanding as of July 24, 2024, the record date for the Meeting, were present or voted at the Meeting, constituting a quorum. The following proposals were voted upon at the Meeting, with the results of such voting as set forth below. Proposals No. 1.a, 1.b, 2 and 7 received the requisite level of approval by shareholders. All other proposals did not receive the requisite level of support. The proposals are described in greater detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on July 29, 2024 (the “Proxy Statement”).

 

Proposal No. 1.a: To reelect Hadar Levy as a Class I director of the Board, to serve until the 2027 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999.

 

Proposal No. 1.b: To reelect Joseph Turk as a Class I director of the Board, to serve until the 2027 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999.

 

Proposal No. 2: To approve the change of the Company’s name to “Lifeward Ltd.” or such similar name as the Board of Directors shall determine and as shall be approved by the Israel Registrar of Companies, and to reflect such new name in an amendment to the Company’s Articles of Association.

 

Proposal No. 3: To approve the ReWalk Robotics Ltd. 2024 Incentive Compensation Plan.

 

Proposal No. 4: To approve the payment to the individual serving as the Company’s Chairperson of the Board from time to time of an annual fee and an annual equity grant (or cash fee in lieu of an equity grant) that are double the amounts received by other directors of the Company from time to time, effective with the date of the Meeting.

 

Proposal No. 5: To approve a one-time grant of 28,571 restricted stock units to Larry Jasinski, the Company’s CEO, under the ReWalk Robotics Ltd. 2024 Incentive Compensation Plan.

 

Proposal No. 6: To approve changes to the terms of the variable compensation of Larry Jasinski, the Company’s CEO.

 

Proposal No. 7: To approve the issuance of equity compensation to Ms. Randel E. Richner, a member of the Board, in connection with the additional consulting services provided by Ms. Richner under the Consulting Agreement with Richner Consultants, LLC, a Delaware company owned by Ms. Richner.

 

Proposal No. 8: To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2024 and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm.

 

Proposal No. 9: To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, pursuant to Item 402 of Regulation S-K of the SEC, including the compensation tables and accompanying narrative disclosures.

 

With regard to Proposal No. 9, the Compensation Committee of the Board takes note of the results of the advisory “say-on-pay” proposal and expects to consider these results and feedback received from the Company’s shareholders among the factors considered in connection with setting the compensation of the Company’s named executive officers.

Item 8.01          Other Events.

	ReWalk Robotics Ltd.
	By:	/s/ Michael Lawless
	Name:	Michael Lawless
	Title:	Chief Financial Officer

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