Silicom (SILC) board overrides AGM, OKs CEO RSUs with $83M target

Rhea-AI Filing Summary

Silicom Ltd. reported the results of its Annual General Meeting, where shareholders approved several governance and compensation items. The meeting re-elected Yeshayahu (“Shaike”) Orbach to the board for a three-year term and approved salary increases for CEO Liron Eizenman and Active Chairman Avi Eizenman, effective retroactively from January 1, 2026. Shareholders also authorized potential annual bonuses for Orbach and appointed Kesselman & Kesselman, PwC Israel, as independent auditors for 2026.

Proposals to grant 38,333 RSUs to the CEO and 42,000 RSUs to the Active Chairman were not approved by shareholders. Using rights available under Israeli law, the compensation committee and board later overrode the rejection of the CEO’s RSU grant, approving it with a performance-based forfeiture condition: none of the RSUs will vest unless consolidated revenues for 2026 reach at least US$83 million. The RSU grant to the Active Chairman remains unapproved.

Key Figures

CEO base salary: NIS 73,850 per month Active Chairman base salary: NIS 108,175 per month CEO RSU grant size: 38,333 RSUs +3 more

6 metrics

CEO base salary NIS 73,850 per month Approved increase from NIS 70,000, effective January 1, 2026

Active Chairman base salary NIS 108,175 per month Approved increase from NIS 102,536, effective January 1, 2026

CEO RSU grant size 38,333 RSUs Grant approved by board and compensation committee after shareholder rejection

Active Chairman proposed RSUs 42,000 RSUs Grant proposal not approved by shareholders

Revenue performance threshold US$83 million Minimum 2026 consolidated revenues required for CEO RSUs to vest

Director term Three years Re-election of Yeshayahu Orbach through the 2029 AGM

Key Terms

Restricted Stock Units, performance-based forfeiture condition, consolidated revenues, independent public accountants, +1 more

5 terms

Restricted Stock Units financial

"The resolution relating to the approval of the grant of 38,333 Restricted Stock Units (“RSUs”) to Mr. Liron Eizenman"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based forfeiture condition financial

"the grant modified to be subject to a performance-based forfeiture condition under which the RSUs will be forfeited"

consolidated revenues financial

"unless the Company’s consolidated revenues for the fiscal year ending December 31, 2026 are at least US$83 million"

independent public accountants financial

"appointment of Kesselman & Kesselman Certified Public Accountants (Isr.), PwC Israel, as independent public accountants of the Company"

Annual General Meeting of Shareholders financial

"held an Annual General Meeting of Shareholders on June 3, 2026 at 14:00 (Israel time)"

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/25/2026 - 06:15 AM Accepted by SEC EDGAR 06/25/2026 - 06:15 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K 

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 OF 

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

SILICOM LTD. 

(Translation of Registrant’s name into English)

14 Atir Yeda St., P.O.Box 2164, Kfar-Sava 4464323, Israel

(Address of Principal Executive Offices)

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

Form 20-F ☒   Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ______

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): 82-______

Silicom Ltd. (the “Registrant” or the “Company”) held an Annual General Meeting of Shareholders on June 3, 2026 at 14:00 (Israel time) at the Registrant’s offices at 14 Atir Yeda Street, Kfar Sava 4464323, Israel (the “Meeting”). Copies of the Notice of Annual General Meeting (the “Notice”), Proxy Statement and Proxy Card relating to the Meeting were filed on Form 6-K by the Registrant on April 28, 2026.

The Registrant is announcing that the following resolutions were duly approved by the shareholders of the Company at the Meeting: (i) the re-election of Mr. Yeshayahu (“Shaike”) Orbach to the Company’s Board of Directors, to hold office as director for a three-year term commencing on the date of the Meeting until the Annual General Meeting of Shareholders to be held in the year 2029, and until his successor has been duly elected; (ii) the approval of an increase in the monthly base salary of Mr. Liron Eizenman, the Company’s President and Chief Executive Officer, from NIS 70,000 to NIS 73,850 per month, effective retroactively as of January 1, 2026, upon the terms described in the Notice; (iii) the approval of an increase in the monthly base salary of Mr. Avi Eizenman, the Active Chairman of the Company’s Board of Directors, from NIS 102,536 to NIS 108,175 per month, effective retroactively as of January 1, 2026, upon the terms described in the Notice; (iv) the authorization of the Company’s Compensation Committee and Board of Directors to award annual bonuses to Mr. Yeshayahu (“Shaike”) Orbach, upon the terms described in the Notice; and (v) the appointment of Kesselman & Kesselman Certified Public Accountants (Isr.), PwC Israel, as independent public accountants of the Company for the year ending December 31, 2026 and until the next General Meeting of Shareholders, and authorization of the Audit Committee to fix the compensation of such auditors.

The resolution relating to the approval of the grant of 38,333 Restricted Stock Units (“RSUs”) to Mr. Liron Eizenman, the Company’s President and Chief Executive Officer (“CEO”) (Proposal 4), was not approved at the Meeting.

The resolution relating to the approval of the grant of 42,000 RSUs to Mr. Avi Eizenman, the Active Chairman of the Company’s Board of Directors (Proposal 5), was likewise not approved at the Meeting.

Pursuant to Israeli law, a company is entitled in special circumstances to override the rejection by a meeting of its shareholders of certain resolutions, including a compensation package proposed for a company’s chief executive officer, provided that the company’s compensation committee and board of directors have each resolved to overturn the decision of the meeting of its shareholders on the basis of detailed reasons and having reconsidered the matter afresh, and taken into account the objection of the shareholders’ meeting.

In light of this, the Company’s Compensation Committee and Board of Directors each convened on June 23, 2026, and reviewed and reconsidered the grant of RSUs to the CEO upon the terms described in the Notice. Following their review and reconsideration, each of the Committee and the Board determined, on the basis of detailed reasons and following a renewed analysis of the proposed grant, that notwithstanding the rejection of the grant by the Meeting, the objection of the shareholders was overridden and the grant approved, with the grant modified to be subject to a performance-based forfeiture condition under which the RSUs will be forfeited in their entirety, and none will vest, unless the Company’s consolidated revenues for the fiscal year ending December 31, 2026 are at least US$83 million.

This report on Form 6-K is incorporated by reference into all registration statements filed by the Registrant under the Securities Act of 1933.

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.

Silicom Ltd.

(Registrant)

By: /s/ Eran Gilad

Eran Gilad, Chief Financial Officer

Dated: June 25, 2026

FAQ

What did Silicom (SILC) shareholders approve at the June 2026 AGM?

Shareholders re-elected Yeshayahu (“Shaike”) Orbach to the board, approved retroactive salary increases for the CEO and Active Chairman, authorized potential annual bonuses for Orbach, and appointed Kesselman & Kesselman, PwC Israel, as independent auditors for 2026.

How did Silicom (SILC) change executive base salaries in 2026?

Shareholders approved increasing CEO Liron Eizenman’s monthly base salary from NIS 70,000 to NIS 73,850 and Active Chairman Avi Eizenman’s from NIS 102,536 to NIS 108,175, retroactive to January 1, 2026, under terms described in the AGM notice.

Were Silicom (SILC) RSU grants for executives approved at the AGM?

Shareholders did not approve grants of 38,333 RSUs to CEO Liron Eizenman and 42,000 RSUs to Active Chairman Avi Eizenman. Both proposals, labeled Proposal 4 and Proposal 5 respectively, were rejected at the Annual General Meeting of Shareholders.

How did Silicom’s board handle the rejected CEO RSU grant?

Relying on Israeli law, Silicom’s compensation committee and board met on June 23, 2026 and overrode shareholders’ rejection of the CEO’s 38,333 RSU grant, after renewed analysis and detailed reasons, while adding a strict performance-based forfeiture condition.

What performance condition applies to Silicom’s CEO RSU grant?

The CEO’s 38,333 RSUs will be forfeited entirely if performance is not met. None will vest unless Silicom’s consolidated revenues for the fiscal year ending December 31, 2026 reach at least US$83 million, tying the award directly to revenue achievement.

Did Silicom (SILC) approve RSUs for its Active Chairman?

No. The proposal to grant 42,000 RSUs to Active Chairman Avi Eizenman (Proposal 5) was not approved by shareholders, and there is no indication that the compensation committee or board later overrode this rejection in the same way as for the CEO grant.

Who are Silicom’s independent auditors for the 2026 fiscal year?

Shareholders approved appointing Kesselman & Kesselman Certified Public Accountants (Isr.), PwC Israel, as Silicom’s independent public accountants for the year ending December 31, 2026, and authorized the audit committee to determine the compensation of these auditors.