Lifeward compensation policy renewal fails vote

Q: How many LFWD shares were represented at the 2026 shareholder meeting?

At the October 30, 2026 meeting, 2,036,125 ordinary shares—approximately 71.7% of the 2,838,715 ordinary shares issued and outstanding as of September 30, 2026—were present or voted, constituting a quorum.

Q: Did LFWD shareholders approve the Notes and Warrants share issuance?

Yes. Shareholders approved, for purposes of Nasdaq Listing Rule 5635(d), issuance of ordinary shares upon conversion of Notes and exercise of Warrants issued under the Securities Purchase Agreement, including issuances in excess of the Exchange Cap.

LFWD will hold future advisory votes on named executive officer compensation annually until the next required vote on frequency.

Available on EDGAR 11/05/2026 - 04:32 PM EST Accepted by SEC EDGAR 11/05/2026 - 04:30 PM EST

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Lifeward Ltd. reported results from its October 30, 2026 shareholder meeting: 2,036,125 ordinary shares, approximately 71.7% of the 2,838,715 ordinary shares issued and outstanding as of September 30, 2026, were present or voted, constituting a quorum. Shareholders approved every proposal except the three-year renewal of the officers’ and directors’ Compensation Policy, which failed to receive the required majority of ordinary shares voted, excluding abstentions, by non-controlling shareholders without a personal interest.

Shareholders approved issuance of ordinary shares upon conversion of the Notes and exercise of the Warrants, including issuances in excess of the Exchange Cap. Haggai Zamir and Avi Gabay were re-elected as Class III directors through the 2029 annual meeting; Ariel Kallner was elected an external director for a three-year term beginning November 11, 2026. Shareholders approved compensation for Josh Hexter, Interim Chief Executive Officer, and re-appointed Kost Forer Gabbay & Kasierer as independent registered public accounting firm for 2026. Ronen Tsimerman’s Chief Financial Officer appointment is effective November 1, 2026, unaffected by the policy vote; his employment agreement will be effective as of November 1, 2026 once a compensation policy is in effect.

0 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

How the balance works

Positive

None.

Negative

Moderate pointThree-year Compensation Policy renewal failed the required non-controlling shareholder vote.

Filing Explained

Shareholders selected annual advisory votes on named-executive compensation, and Lifeward says it will hold them annually until the next required vote on frequency; the result sets the schedule for future pay votes, which remain advisory.

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 present or voted: 2,036,125 ordinary shares Meeting participation: approximately 71.7% Ordinary shares issued and outstanding: 2,838,715 ordinary shares +4 more

7 metrics

Shares present or voted 2,036,125 ordinary shares At the October 30, 2026 shareholder meeting; constituted a quorum

Meeting participation approximately 71.7% Of ordinary shares issued and outstanding as of September 30, 2026

Ordinary shares issued and outstanding 2,838,715 ordinary shares As of September 30, 2026

Proposal 6 votes for 95,657 ordinary shares Renewal of the Compensation Policy

Proposal 6 votes against 99,427 ordinary shares Renewal of the Compensation Policy

Proposal 5 votes for 1,351,136 ordinary shares Issuance upon conversion of Notes and exercise of Warrants

Proposal 5 votes against 134,590 ordinary shares Issuance upon conversion of Notes and exercise of Warrants

Key Terms

Exchange Cap, external director, Broker Non-Votes, non-controlling shareholders, +1 more

5 terms

Exchange Cap regulatory

"including issuances in excess of the Exchange Cap"

external director regulatory

"election of Ariel Kallner as an “external director”"

An external director is a member of a company's board who is not part of its day-to-day management and usually has no material financial ties to the firm. They offer independent oversight and challenge management decisions—like a neutral referee watching for unfair play. For investors, external directors matter because their independence can reduce conflicts of interest, improve governance, and help protect shareholder value by lowering the risk of management missteps.

Broker Non-Votes regulatory

"For | Against | Abstain | Broker Non-Votes"

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.

non-controlling shareholders regulatory

"non-controlling shareholders and did not have a personal interest"

advisory and non-binding basis regulatory

"on an advisory and non-binding basis"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many LFWD shares were represented at the 2026 shareholder meeting?

At the October 30, 2026 meeting, 2,036,125 ordinary shares—approximately 71.7% of the 2,838,715 ordinary shares issued and outstanding as of September 30, 2026—were present or voted, constituting a quorum.

What LFWD shareholder proposal failed?

Proposal 6, renewing the officers’ and directors’ Compensation Policy for three years, was the only proposal that failed. It did not receive the required majority of ordinary shares voted, excluding abstentions, by non-controlling shareholders without a personal interest.

How often will LFWD hold advisory votes on executive compensation?

Lifeward determined it will hold future advisory votes on named executive officer compensation annually until the next required vote on frequency.

When does Ronen Tsimerman become LFWD chief financial officer, and when is his employment agreement effective?

Ronen Tsimerman’s appointment as Chief Financial Officer is effective November 1, 2026, and is unaffected by the policy vote. His employment agreement, which was subject to approval of the renewed Compensation Policy, will be effective as of November 1, 2026 once a compensation policy is in effect; the company said it will take steps to bring a policy into effect.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 30, 2026

Lifeward Ltd.

(Exact name of registrant as specified in its charter)

Israel

001-36612

Not applicable

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

2 Cabot Rd., Hudson, MA		01749
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +508.251.1154

Not Applicable

(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):

☐	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

Name of each exchange on which registered

Ordinary Shares, no par value

LFWD

Nasdaq Capital 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.

An aggregate of 2,036,125 ordinary shares, no par value each (the “Ordinary Shares”), of Lifeward Ltd. (the “Company”), or approximately 71.7% of the 2,838,715 Ordinary Shares issued and outstanding as of September 30, 2026, the record date for the Company’s 2026 Annual and Extraordinary General Meeting of Shareholders held on October 30, 2026 (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. Each of the proposals received the requisite level of shareholder approval, except for Proposal 6, which did not receive the requisite votes for approval. The proposals are described in greater detail in the Company’s definitive Proxy Statement for the Meeting filed with the Securities and Exchange Commission on September 25, 2026 (the “Proxy Statement”).

Results of the Meeting

Proposal No. 1.a: To approve the re-election of Haggai Zamir as a Class III director, to serve until the 2029 annual general 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.

For	Against	Abstain	Broker Non-Votes
1,353,461	92,843	40,819	549,002

Proposal No. 1.b: To approve the re-election of Avi Gabay as a Class III director, to serve until the 2029 annual general 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.

For	Against	Abstain	Broker Non-Votes
1,353,446	92,945	40,731	549,003

Proposal No. 2: To approve the election of Ariel Kallner as an “external director” within the meaning of the Israel Companies Law, 5759-1999, to serve for a three-year term commencing as of November 11, 2026, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, and to approve his compensation as described in the Proxy Statement.

For	Against	Abstain	Broker Non-Votes
101,440	94,548	40,771	549,003

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: To approve the equity compensation payable to the Company’s current and future directors, other than External Directors and directors who are employees of the Company, as described in the Proxy Statement.

For	Against	Abstain	Broker Non-Votes
99,369	96,000	41,391	549,002

As required by Israeli law, Proposal 3 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. 4: To approve the compensation payable to Josh Hexter, the Company’s Interim Chief Executive Officer, as described in the Proxy Statement.

For	Against	Abstain	Broker Non-Votes
133,187	98,732	4,841	549,002

As required by Israeli law, Proposal 4 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. 5: To approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of ordinary shares upon conversion of the Notes and exercise of the Warrants issued pursuant to the Securities Purchase Agreement, including issuances in excess of the Exchange Cap, each as defined and described in the Proxy Statement.

For	Against	Abstain	Broker Non-Votes
1,351,136	134,590	1,396	549,003

Proposal No. 6: To approve the renewal of the Company’s Compensation Policy for officers and directors for a period of three years, as described in the Proxy Statement.

For	Against	Abstain	Broker Non-Votes
95,657	99,427	41,676	549,002

Proposal 6 was not approved, as required by Israeli law, 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.

As previously disclosed, the Company’s entry into an employment agreement with Ronen Tsimerman was subject to shareholder approval of the renewed Compensation Policy. Notwithstanding, Mr. Tsimerman’s appointment as Chief Financial Officer, effective as of November 1, 2026, is not affected by the foregoing. The Company will take steps to bring a compensation policy for officers and directors into effect and, once it is in effect, Mr. Tsimerman’s employment agreement will be effective as of November 1, 2026.

Proposal No. 7: To re-appoint 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, 2026, and until the Company’s 2027 annual general meeting of shareholders, and to authorize the Board of Directors, upon the recommendation of the Audit Committee, to fix the remuneration of such independent registered public accounting firm.

For	Against	Abstain
1,917,661	115,643	2,820

Proposal No. 8: To approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

For	Against	Abstain	Broker Non-Votes
1,343,180	138,831	5,112	549,002

Proposal No. 9: To approve, on an advisory basis, the frequency of the named executive officer compensation advisory vote.

Every Year	Every Two Years	Every Three Years	Abstain	Broker Non-Votes
1,422,527	47,239	9,202	8,151	549,002

After consideration of the voting results of Proposal No. 9, the Company determined that it will hold future advisory votes on named executive officer compensation annually until the next required vote on such frequency.

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.

	Lifeward Ltd.

Dated: November 5, 2026	By:	/s/ Josh Hexter
	Name:	Josh Hexter
	Title:	Interim Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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