Brainstorm Cell Therapeutics Inc.

06/25/2025 | Press release | Distributed by Public on 06/25/2025 14:31

Proxy Results, Management Change/Compensation (Form 8-K)

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

Amendments to the 2014 Stock Incentive Plan and 2014 Global Share Option Plan

As described below, on June 25, 2025, Brainstorm Cell Therapeutics Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"), virtually via the internet, and the stockholders of the Company approved Amendment No. 5 to the 2014 Stock Incentive Plan, as amended, and Amendment No. 5 to the 2014 Global Share Option Plan, as amended (collectively, the "Amendments to the 2014 Plans"). The Amendments to the 2014 Plans amend each of the 2014 Stock Incentive Plan, as amended, and 2014 Global Share Option Plan, as amended, respectively (collectively, the "Original 2014 Plans") to increase the shared pool of shares of the Company's common stock, par value $0.00005 per share (the "Common Stock") available for issuance under the Company's Original 2014 Plans by 2,000,000 shares of Common Stock, resulting in a shared pool of 2,906,666 shares of Common Stock.

The Company's officers and directors are among the persons eligible to receive awards under the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, in accordance with the terms and conditions thereunder. A detailed summary of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, is set forth in Proposal No. 4 in the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on May 16, 2025 (the "Proxy Statement"). Such detailed summary of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans and the foregoing description of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, are qualified in their entirety by reference to the full text of the Original 2014 Plans and the Amendments to the 2014 Plans, copies of which are filed as Exhibits 10.1 through 10.12 to this Current Report on Form 8-K and are incorporated by reference herein.

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

At the Annual Meeting, the Company's stockholders voted on the proposals set forth below, each of which is described in greater detail in the Proxy Statement. The following actions were taken at the Annual Meeting:

1. Stockholders elected the seven (7) nominees (listed below) for election to the Company's Board to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal, based upon the following votes:

Votes For Votes
Withheld
Broker
Non-Votes
Dr. Irit Arbel 1,019,207 106,061 2,556,446
Dr. Menghisteab Bairu 988,227 137,041 2,556,446
Dr. Jacob Frenkel 1,043,878 81,390 2,556,446
Nir Naor 958,146 167,122 2,556,446
Dr. Anthony Polverino 1,046,623 78,645 2,556,446
Uri Yablonka 956,788 168,480 2,556,446
Dr. Stacy Lindborg 1,055,967 69,301 2,556,446
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