JFrog (NASDAQ: FROG) investors approve directors, auditors and executive pay

Rhea-AI Filing Summary

JFrog Ltd. reported the results of its annual general meeting of shareholders held on May 20, 2026. Shareholders owning 110,646,098 ordinary shares were present or represented, meeting the quorum requirement out of 121,157,301 ordinary shares outstanding as of the March 26, 2026 record date.

All four Class III director nominees — Yoav Landman, Yossi Sela, Elisa Steele, and Luis Felipe Visoso — were re-elected for three-year terms. Shareholders also approved non-employee director compensation and ratified the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as independent auditors.

On executive pay, shareholders gave advisory approval to compensation for named executive officers and approved changes to the compensation of CEO Shlomi Ben Haim and CTO Yoav Landman. Each compensation proposal received a majority of votes cast and, where required, met additional Israeli law approval thresholds.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 121,157,301 ordinary shares Shares present or represented: 110,646,098 ordinary shares Votes for Proposal 2: 98,675,375 votes for +3 more

6 metrics

Shares entitled to vote 121,157,301 ordinary shares Issued, outstanding and entitled to vote as of March 26, 2026 record date

Shares present or represented 110,646,098 ordinary shares Ordinary shares present or represented at the May 20, 2026 meeting

Votes for Proposal 2 98,675,375 votes for Approval of compensation of non-employee directors

Votes for auditors (Proposal 3) 109,400,207 votes for Re-appointment of Kost, Forer, Gabbay & Kasierer as auditors

Votes for CEO pay changes (Proposal 5) 83,248,421 votes for Approval of changes to compensation of CEO Shlomi Ben Haim

Votes for CTO pay changes (Proposal 6) 89,966,780 votes for Approval of changes to compensation of CTO Yoav Landman

Key Terms

record date, Broker Non-Votes, Israeli Companies Law, non-binding, advisory basis, +1 more

5 terms

record date financial

"As of the close of business on March 26, 2026, the record date for the Annual General Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Broker Non-Votes financial

"Nominee | | For | | Against | | Abstain | | Broker Non-Votes Yoav Landman"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Israeli Companies Law regulatory

"As required by the Israeli Companies Law, approval of the compensation of our non-employee directors"

Israeli Companies Law is the main statute that sets the rules for forming, running and dissolving corporations in Israel, covering directors’ duties, shareholder rights, company reporting and corporate governance. Investors care because it defines who makes decisions, what information companies must share, and how disputes or transactions are handled — like the rulebook for a club that determines how members vote, get information, and protect their stake.

non-binding, advisory basis financial

"Approval on a non-binding, advisory basis of the compensation paid to our named executive officers"

independent auditors financial

"re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2026

JFrog Ltd.

(Exact name of Registrant as Specified in Its Charter)

Israel			001-39492	98-0680649
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
270 E. Caribbean Drive
Sunnyvale, California				94089
(Address of Principal Executive Offices)				(Zip Code)
Registrant’s Telephone Number, Including Area Code: (408) 329-1540

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, NIS 0.01 par value		FROG		Nasdaq Global Select Market

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, 2026, 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 March 26, 2026, the record date for the Annual General Meeting (the “Record Date”), there were 121,157,301 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. 110,646,098 ordinary shares, constituting 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 7, 2026 (the “Proxy Statement”), are set forth below.

Proposal No. 1 – Re-election of each of Yoav Landman, Yossi Sela, Elisa Steele, and Luis Felipe Visoso as Class III directors for a term of three (3) years, expiring at the end of the 2029 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		For		Against		Abstain		Broker Non-Votes
Yoav Landman		97,757,081		1,360,279		87,245		11,567,963
Yossi Sela		94,970,471		4,063,170		170,964		11,567,963
Elisa Steele		69,965,180		29,032,316		207,109		11,567,963
Luis Felipe Visoso		98,174,209		853,280		177,116		11,567,963

Each of the above nominees was re-elected following the affirmative vote of a majority of the votes cast by shareholders entitled to vote.

Proposal No. 2 – As required by the Israeli Companies Law, approval of the compensation of our non-employee directors:

Proposal 2	For		Against		Abstain		Broker Non-Votes
As required by the Israeli Companies Law, approval of the compensation of our non-employee directors	98,675,375		201,091		328,139		11,567,963

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed. As required by Israeli law, Proposal 2 was also approved by shareholders holding a majority of the ordinary shares voted on such proposal (excluding abstentions) who were non-controlling shareholders and did not have a personal interest in such proposal.

Proposal No. 3 – Approval and ratification of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company for the period ending at the close of the next annual general meeting:

Proposal 3	For		Against		Abstain		Broker Non-Votes
Approval and ratification of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company for the period ending at the close of the next annual general meeting	109,400,207		1,168,351		204,010		0

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 on a non-binding, advisory basis of the compensation paid to our named executive officers, as disclosed in the Proxy Statement:

Proposal 4	For		Against		Abstain		Broker Non-Votes
Approval on a non-binding, advisory basis of the compensation paid to our named executive officers, as disclosed in the Proxy Statement	81,048,685		17,811,030		344,890		11,567,963

Proposal No. 5 – Approval of changes to the compensation of Shlomi Ben Haim, JFrog’s Chief Executive Officer, as described in the Proxy Statement:

Proposal 5	For		Against		Abstain		Broker Non-Votes
Approval of changes to the compensation of Shlomi Ben Haim, JFrog’s Chief Executive Officer	83,248,421		15,685,124		271,060		11,567,963

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 6 – Approval of changes to the compensation of Yoav Landman, JFrog’s Chief Technology Officer, as described in the Proxy Statement:

Proposal 6	For		Against		Abstain		Broker Non-Votes
Approval of changes to the compensation of Yoav Landman, JFrog’s Chief Technology Officer	89,966,780		8,969,467		268,358		11,567,963

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.

			JFrog Ltd.
Date:	May 22, 2026	By:	/s/ Eduard Grabscheid
			Eduard Grabscheid Chief Financial Officer

FAQ

What did JFrog (FROG) shareholders vote on at the May 2026 meeting?

Shareholders voted on director re-elections, director compensation, auditor re-appointment, and executive compensation changes. Six proposals covered Class III director terms, non-employee director pay, auditors, say-on-pay, and revised pay packages for the CEO and CTO.

Were JFrog’s Class III directors re-elected at the 2026 annual meeting?

Yes, all four Class III directors were re-elected by a majority of votes cast. Yoav Landman, Yossi Sela, Elisa Steele, and Luis Felipe Visoso will serve three-year terms, expiring at the end of the 2029 annual general meeting.

How many JFrog shares were entitled to vote at the 2026 annual meeting?

A total of 121,157,301 ordinary shares were issued, outstanding, and entitled to vote as of the March 26, 2026 record date. Of these, 110,646,098 ordinary shares were present or represented, satisfying the quorum requirement.

Did JFrog shareholders approve non-employee director compensation in 2026?

Yes, shareholders approved non-employee director compensation with 98,675,375 votes for and 201,091 against. The proposal also met the additional Israeli Companies Law requirement for approval by non-controlling shareholders without a personal interest.

Which audit firm did JFrog shareholders appoint at the 2026 meeting?

Shareholders approved and ratified the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global. The auditor proposal received 109,400,207 votes for, 1,168,351 against, and 204,010 abstentions, with no broker non-votes.

How did JFrog shareholders vote on executive compensation proposals in 2026?

Shareholders approved advisory compensation for named executive officers and changes for the CEO and CTO. Proposal 4 received 81,048,685 votes for, Proposal 5 received 83,248,421 for, and Proposal 6 received 89,966,780 for, each reflecting a majority of votes cast.

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