[8-K] Lifeward Ltd. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): August 1, 2025
(Exact Name of Registrant as Specified in its Charter)
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Not Applicable
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(State or Other
Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of
principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: +508.251.1154
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(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 (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Ordinary Shares, par value NIS 1.75
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Nasdaq Capital Market
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2025, Lifeward Ltd. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Meeting”), at which the Company’s
shareholders approved the Company’s 2025 Incentive Compensation Plan (the “Plan”), which provides for the grant of stock-based awards to officers, directors and employees of the Company. A description of the material terms of the Plan is contained
in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on June 26, 2025 (the “Proxy Statement”). The description of the Plan is qualified in its entirety by reference to the plan
document attached hereto as Exhibit 10.1, which is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
An aggregate of 5,223,471 ordinary shares, or approximately 45.0% of the Company’s 11,602,266 ordinary shares issued and outstanding as
of June 23, 2025, 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,
1.c, 2, 3, 4, 6, 7 and 8 received the requisite level of approval by shareholders. Proposal 5 did not receive the requisite level of support. The proposals are described in greater detail in the Proxy Statement.
Results of the Meeting
Proposal No.
1.a: To reelect Mark Grant as a Class II director of the Board, to serve until the 2028 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.
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For
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Against
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Abstain
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Broker Non-Votes
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1,585,715
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219,013
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10,296
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3,408,447
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Proposal No.
1.b: To reelect Dr. John William Poduska as a Class II director of the Board, to serve until the 2028 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.
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For
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Against
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Abstain
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Broker Non-Votes
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1,195,339
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612,112
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7,574
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3,408,446
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Proposal No.
1.c: To reelect Randel E. Richner as a Class II director of the Board, to serve until the 2028 annual meeting of shareholders and until her successor has been duly
elected and qualified, or until her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999.
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For
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Against
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Abstain
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Broker Non-Votes
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1,189,131
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618,927
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6,967
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3,408,446
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Proposal No. 2:
To ratify the compensation payable to Mark Grant, the Company’s new President and Chief Executive Officer.
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For
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Against
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Abstain
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Broker Non-Votes
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1,114,794
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684,656
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15,575
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3,408,446
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Proposal No. 3:
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.
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For
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Against
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Abstain
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Broker Non-Votes
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1,340,307
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462,002
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12,716
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3,408,446
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Proposal No. 4: To approve the Lifeward Ltd. 2025 Incentive Compensation Plan.
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For
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Against
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Abstain
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Broker Non-Votes
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1,179,799
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625,682
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9,544
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3,408,446
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Proposal No. 5: To ratify the shareholders’ previous approval of the issuance of equity compensation (under, and subject to the approval of, Proposal 4) 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.
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For
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Against
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Abstain
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Broker Non-Votes
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811,866
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993,112
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10,047
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3,408,446
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Proposal No. 6: To approve amendments to the Company's Articles of Association authorizing an increase in the Company’s authorized share capital.
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For
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Against
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Abstain
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Broker Non-Votes
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1,360,295
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445,416
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9,314
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3,408,446
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Proposal No. 7: 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, 2025 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.
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For
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Against
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Abstain
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4,247,130
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867,401
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108,940
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Proposal No. 8:
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.
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For
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Against
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Abstain
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Broker Non-Votes
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1,129,220
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658,819
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26,986
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3,408,446
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Lifeward Ltd. 2025
Incentive Compensation Plan.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Lifeward Ltd.
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By:
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/s/ William Mark Grant
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Name:
Title:
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William Mark Grant
President and Chief Executive Officer
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Dated: August 5, 2025