Gilat proxy seeks external director, equity grants to CEO and nominees

Rhea-AI Filing Summary

The filing lists shareholder proposals for Gilat Satellite Networks Ltd including corporate governance and compensation matters. Shareholders are asked to set the Board size at eight directors, re-elect four directors and elect one new director, and to ratify awards of stock options contingent on election for Dana Porter Rubinshtein and Hilla Haddad Chmelnik. The filing proposes electing Hilla Haddad Chmelnik as an external director for a three-year term and approving option grants described in the proxy. It seeks an amendment to the Company’s Compensation Policy for Executive Officers and Directors to permit a grant of Performance Stock Units (PSUs) to CEO Adi Sfadia, subject to approval of the amendment. The report also requests ratification of Kost Forer Gabbay & Kasierer (Ernst & Young member) as the independent registered public accountants for the fiscal year ending December 31, 2025.

Positive

• Board size set at eight directors to clarify governance structure
• Election of an external director (Hilla Haddad Chmelnik) for a three-year term
• Equity awards proposed to align directors and CEO with shareholder interests, as described in the proxy
• Auditor ratification of Kost Forer Gabbay & Kasierer for fiscal year ending December 31, 2025

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Proxy items propose board composition changes, an external director appointment, and standard auditor ratification.

The proposals are routine governance actions: fixing the Board size at eight and holding elections for incumbent and a nominee maintain board continuity while adding an external director for a three-year term. Ratifying the external auditor for 2025 is a customary annual governance vote. These items are primarily administrative and align with standard shareholder meeting agendas.

Executive Compensation Analyst

TL;DR The filing seeks compensation-policy amendments to enable option and PSU grants to named individuals.

The company requests shareholder approval to amend its Compensation Policy for Executive Officers and Directors and to grant equity awards: options to two director nominees contingent on election and Performance Stock Units to CEO Adi Sfadia subject to the policy amendment. These actions indicate management is pursuing equity-based incentives, with details referenced in the proxy statement for structure and metrics.

FORM 6 – K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report on Foreign Issuer

Pursuant to Rule 13a – 16 or 15d – 16

of the Securities Exchange Act of 1934

For the Month of August 2025

Gilat Satellite Networks Ltd.

(Translation of Registrant’s Name into English)

Gilat House, Yegia Kapayim Street

Daniv Park, Kiryat Arye, Petah Tikva, Israel

(Address of Principal Corporate Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐      No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):   N/A

Attached hereto are Registrant’s Resolutions adopted at Annual General Meeting of Shareholders held on August 14, 2025.

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, thereunto duly authorized.

	Gilat Satellite Networks Ltd. (Registrant)
Dated August 14, 2025	By:	/s/ Doron Kerbel
		Doron Kerbel
		General Counsel & Company Secretary

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GILAT SATELLITE NETWORKS LTD.

Gilat House

21 Yegia Kapayim St.

Kiryat Arye

Petah Tikva 4913020, Israel

____________________

RESOLUTIONS ADOPTED AT THE REGISTRANT’S ANNUAL GENERAL MEETING OF

SHAREHOLDERS HELD ON AUGUST 14, 2025

At the Annual General Meeting of Shareholders of Gilat Satellite Networks Ltd. (the “Company”) held at the Company’s offices at 21 Yegia Kapayim St., Petach Tikva, Israel, on Thursday, August 14^th, 2025 (the “Meeting”), all proposed resolutions were adopted by the required majority, as follows:

1. To set the number of Directors on the Board of Directors at eight

2. To re-elect four members of the Board of Directors and elect one new member of the Board of Directors to serve until our next annual general meeting of shareholders and until their successors have been duly elected and qualified.

3. Subject to her election pursuant to Item 2, to approve a grant of options to Dana Porter Rubinshtein, as described in the Proxy Statement.

4. To approve of the election of Hilla Haddad Chmelnik to serve as an external director for a three-year period commencing as of the date of approval.

5. Subject to her election pursuant to Item 4, to approve a grant of options to Hilla Haddad Chmelnik, as described in the proxy statement.

6. To amend the Company’s Compensation Policy for Executive Officers and Directors, as described in the Proxy Statement.

7. Subject to the amendment of the Company’s Compensation Policy for Executive Officers and Directors pursuant to Item No. 6, to approve the grant of Performance Stock Units (PSU) to Mr. Adi Sfadia, the Company’s Chief Executive Officer, as described in the Proxy Statement.

8. To ratify and approve the reappointment and compensation of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the fiscal year ending December 31, 2025, and for such additional period until the next annual general meeting of shareholders.

Page 3 of 3

FAQ

What board changes are proposed for Gilat (GILT)?

Shareholders are asked to set the number of directors at eight, re-elect four directors, and elect one new director.

Who is nominated as an external director and for how long?

The filing proposes electing Hilla Haddad Chmelnik to serve as an external director for a three-year period commencing on approval.

Are there equity awards included in the proposals?

Yes. The proposals seek approval for option grants to Dana Porter Rubinshtein and Hilla Haddad Chmelnik (subject to their election) and Performance Stock Units (PSUs) for CEO Adi Sfadia, subject to a compensation policy amendment.

What compensation-policy change is being proposed?

An amendment to the Company’s Compensation Policy for Executive Officers and Directors is proposed to enable the grant of PSUs to the CEO and other awards as described in the proxy.

Which auditor is up for ratification and for what period?

The filing requests ratification of Kost Forer Gabbay & Kasierer (an Ernst & Young member) as the independent registered public accountants for the fiscal year ending December 31, 2025.