Oramed investors OK 3M-share incentive plan boost

Oramed’s 2026 annual meeting re-elected all directors, expanded its 2019 stock plan, approved executive pay, and set say-on-pay votes to occur every three years.

Available on EDGAR 09/17/2026 - 03:38 PM EDT Accepted by SEC EDGAR 09/17/2026 - 03:37 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

ORAMED PHARMACEUTICALS INC. (ORMP) held its 2026 Annual Meeting of Stockholders on September 15, 2026. Stockholders re‑elected all six directors standing for election. They also ratified the appointment of Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as independent registered public accounting firm for the 2026 fiscal year.

Stockholders approved an amendment to the Amended and Restated 2019 Stock Incentive Plan to increase the shares of common stock authorized for issuance under the plan by 3,000,000, to a total of 12,500,000 shares. On a non‑advisory basis, stockholders approved the compensation of named executive officers and selected a three‑year frequency for future say‑on‑pay votes. The board determined that say‑on‑pay votes will be held every three years. An adjournment proposal was rendered moot because all other proposals received sufficient support.

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

Additional shares under 2019 Stock Incentive Plan: 3,000,000 shares Total shares under 2019 Stock Incentive Plan after amendment: 12,500,000 shares Auditor ratification For votes: 22,243,815 votes +5 more

8 metrics

Additional shares under 2019 Stock Incentive Plan 3,000,000 shares Increase in common stock authorized for issuance under the Amended and Restated 2019 Stock Incentive Plan

Total shares under 2019 Stock Incentive Plan after amendment 12,500,000 shares Total common stock authorized for issuance under the plan after stockholder approval

Auditor ratification For votes 22,243,815 votes Votes For ratifying Kesselman & Kesselman as independent registered public accounting firm for 2026 fiscal year

Auditor ratification Against votes 2,717,251 votes Votes Against ratifying Kesselman & Kesselman for the 2026 fiscal year

Stock plan amendment For votes 11,336,951 votes Votes For approving amendment to increase shares under the 2019 Stock Incentive Plan

Say-on-pay For votes 13,012,163 votes Votes For approving, on a non-advisory basis, the compensation of named executive officers

Say-on-pay frequency 3 years votes 11,377,689 votes Votes in favor of holding say-on-pay votes every three years

Broker Non-Votes on key proposals 7,538,073 votes Broker Non-Votes recorded on director elections, stock plan amendment, and say-on-pay proposals

Key Terms

Broker Non-Votes, Stock Incentive Plan, non-advisory basis, say-on-pay vote, +1 more

5 terms

Broker Non-Votes financial

"The votes were as follows ... 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.

Stock Incentive Plan financial

"amendment to the Company’s Amended and Restated 2019 Stock Incentive Plan"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

non-advisory basis regulatory

"approved, on a non-advisory basis, the compensation of our named executive officers"

say-on-pay vote regulatory

"the compensation of our named executive officers (“say-on-pay vote”)"

A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.

frequency of say-on-pay votes regulatory

"selected every three years as the recommended frequency for future say-on-pay votes"

FAQ

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

What did ORMP stockholders decide about director elections at the 2026 annual meeting?

Stockholders re‑elected all six directors to serve until the next annual meeting, including Dr. Daniel Aghion, Dr. Miriam Kidron, Nadav Kidron, Dr. Arie Mayer, Yehuda Reznick, and Benjamin Shapiro, with each receiving more votes "For" than "Against".

Did ORMP stockholders approve the amendment to the 2019 Stock Incentive Plan?

Yes. Stockholders approved increasing the shares authorized under the Amended and Restated 2019 Stock Incentive Plan by 3,000,000, bringing the total authorized for issuance under the plan to 12,500,000 shares of common stock, par value $0.012 per share.

Which independent auditor did ORMP stockholders ratify for the 2026 fiscal year?

Stockholders ratified Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as Oramed’s independent registered public accounting firm for the 2026 fiscal year, with 22,243,815 votes For and 2,717,251 votes Against.

How did ORMP stockholders vote on the say-on-pay proposal?

On a non‑advisory basis, stockholders approved the compensation of Oramed’s named executive officers, with 13,012,163 votes For, 4,394,427 Against, 45,279 Abstain, and 7,538,073 Broker Non‑Votes recorded on the say‑on‑pay proposal.

What say-on-pay vote frequency did ORMP stockholders select?

Stockholders recommended holding say‑on‑pay votes every three years, with 11,377,689 votes for three years compared to 5,974,499 for one year and 13,929 for two years. The board decided to follow this result and hold say‑on‑pay votes every three years.

Was the ORMP adjournment proposal at the 2026 annual meeting approved or used?

The adjournment proposal was rendered moot. It would have allowed adjournment to solicit additional proxies if there were insufficient votes on Proposals 1–5, but there were already sufficient votes to approve those proposals at the time of the meeting.

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): September 15, 2026

ORAMED PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

delaware		001-35813		98-0376008
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1185 Avenue of the Americas, Third Floor, New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)

844-967-2633

(Registrant’s telephone number, including area code)

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		Name of each exchange on which registered
Common Stock, par value $0.012		ORMP		The Nasdaq Capital Market, Tel Aviv Stock Exchange

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.

On September 15, 2026, the Company held its 2026 Annual Meeting of Stockholders. The final voting results at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) are set forth below.

Proposal No. 1 - Re-election of Directors.

The stockholders re-elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows:

Director Name		For		Against		Abstain		Broker Non-Votes
Dr. Daniel Aghion		12,662,432		4,769,203		20,234		7,538,073
Dr. Miriam Kidron		13,672,468		3,756,991		22,410		7,538,073
Nadav Kidron		13,702,335		3,729,485		20,049		7,538,073
Dr. Arie Mayer		11,784,397		5,648,636		18,836		7,538,073
Yehuda Reznick		13,687,270		3,735,295		29,304		7,538,073
Benjamin Shapiro		11,567,510		5,859,953		24,406		7,538,073

1

Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm for the 2026 Fiscal Year.

The stockholders ratified the appointment of Kesselman & Kesselman, certified public accountants in Israel, a member of PricewaterhouseCoopers International Limited, as the independent registered public accounting firm of the Company for the 2026 fiscal year. The votes were as follows:

For		Against		Abstain		Broker Non-Votes
22,243,815		2,717,251		28,876		0

Proposal No. 3 - Approval of an Amendment to the Company’s Amended and Restated 2019 Stock Incentive Plan.

The stockholders approved an amendment to the Company’s Amended and Restated 2019 Stock Incentive Plan to increase the total number of shares of common stock, par value $0.012 per share, authorized for issuance under such plan by 3,000,000, to a total of 12,500,000. The votes were as follows:

For		Against		Abstain		Broker Non-Votes
11,336,951		6,080,695		34,223		7,538,073

Proposal No. 4 - Approval of the Say-on-Pay Proposal.

The stockholders approved, on a non-advisory basis, the compensation of our named executive officers (“say-on-pay vote”). The votes were as follows:

For		Against		Abstain		Broker Non-Votes
13,012,163		4,394,427		45,279		7,538,073

Proposal No. 5 – Approval of the Say-on-Pay Frequency Proposal.

The stockholders selected every three years as the recommended frequency for future say-on-pay votes. The votes were as follows:

1 year		2 years		3 years		Abstain		Broker Non-Votes
5,974,499		13,929		11,377,689		85,752		7,538,073

In light of this result, the Board of Directors of the Company has determined that the Company will hold future say-on-pay votes every three years until the next advisory vote on the frequency of say-on-pay votes, which is required to take place at least once every six years.

Proposal No. 6 - Adjournment Proposal

The proposal to approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Proposals 1 through 5 at the time of the Annual Meeting, was rendered moot as there were sufficient votes to approve the Proposals 1 through 5 at the time of the Annual Meeting.

2

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.

	ORAMED PHARMACEUTICALS INC.
	By:	/s/ Nadav Kidron
	Name:	Nadav Kidron
	Title:	President and CEO

September 17, 2026

3

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