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.
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.
Positive
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Negative
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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.
