Tower Semiconductor (NASDAQ: TSEM) holders reject revised director and executive pay policy

Rhea-AI Filing Summary

Tower Semiconductor Ltd. reports the results of its annual general meeting held on July 2, 2026. Shareholders approved all proposals presented, except for Proposal 3, which sought approval of an amended and restated compensation policy for directors and executive officers under the Israeli Companies Law 5759-1999.

The Company’s Compensation Committee and Board of Directors plan to review the voting outcome on this compensation policy and consider next steps while emphasizing governance and long-term strategy. Existing director and officer compensation arrangements, including those approved at the meeting, remain in effect, and future compensation will continue to require approvals in line with applicable law.

Insights

Corporate governance analyst

Shareholders rejected a revised pay policy while approving all other meeting items.

The meeting results show broad shareholder support for most agenda items, with a notable exception around executive and director compensation policy. Proposal 3, an amended and restated compensation policy, did not receive the required majority under Israeli Companies Law 5759-1999.

This outcome suggests shareholders are comfortable with existing pay arrangements but cautious about changes to the overarching policy framework. The Company states that its Compensation Committee and Board will now review the vote and consider next steps, emphasizing governance and long-term strategy as guiding principles.

Investors may focus on how any revised policy aligns with prior shareholder feedback and statutory requirements. Subsequent disclosures about follow-up proposals or policy adjustments in future meetings or reports would help clarify the Company’s evolving approach to director and executive officer compensation.

Key Figures

Annual general meeting date: July 2, 2026 Form type: Form 6-K Companies law reference: Israeli Companies Law 5759-1999 +1 more

4 metrics

Annual general meeting date July 2, 2026 Date of shareholders’ meeting where proposals were voted

Form type Form 6-K Report of foreign private issuer under Exchange Act

Companies law reference Israeli Companies Law 5759-1999 Standard for approval of proposals including compensation policy

Unapproved proposal number Proposal 3 Amended and restated compensation policy not approved

Key Terms

amended and restated compensation policy, Israeli Companies Law 5759-1999, Compensation Committee, Board of Directors, +1 more

5 terms

amended and restated compensation policy financial

"with the exception of Proposal 3 (approval of an amended and restated compensation policy for the Company’s directors and executive officers)"

Israeli Companies Law 5759-1999 regulatory

"All proposals were approved ... by the requisite majority under the Israeli Companies Law 5759-1999"

Compensation Committee financial

"The Company’s Compensation Committee and Board of Directors will review the voting results and consider the appropriate next steps"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Board of Directors financial

"The Compensation Committee and the Board of Directors are committed to maintaining strong governance practices"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT RULE 13a-16 OR 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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FAQ

What did Tower Semiconductor Ltd. (TSEM) announce in this Form 6-K?

Tower Semiconductor reported results of its July 2, 2026 annual general meeting. Shareholders approved all proposals except an amended and restated compensation policy for directors and executive officers, which failed to obtain the required majority under Israeli Companies Law 5759-1999.

Which proposal was not approved at Tower Semiconductor’s 2026 annual general meeting?

Proposal 3, seeking approval of an amended and restated compensation policy for directors and executive officers, was not approved. It failed to achieve the requisite majority under Israeli Companies Law 5759-1999, even though a quorum was present and other proposals were approved.

How will Tower Semiconductor’s board respond to the failed compensation policy vote?

The Compensation Committee and Board of Directors will review the voting results on Proposal 3 and consider appropriate next steps. They emphasize a commitment to strong governance practices and supporting the company’s long-term strategy when determining any follow-up actions on compensation policy.

Are Tower Semiconductor’s existing director and officer compensation arrangements affected?

Existing director and officer compensation arrangements remain in effect, including any compensation specifically approved by shareholders at the meeting. Future compensation for officers and directors will continue to require approvals in accordance with applicable law, despite the rejection of the amended compensation policy proposal.

What law governed the proposal on Tower Semiconductor’s compensation policy?

The compensation policy proposal was governed by Israeli Companies Law 5759-1999, which sets requirements for approving compensation frameworks for directors and executive officers. The proposal did not receive the requisite majority under this law at the July 2, 2026 annual general meeting.

Did Tower Semiconductor shareholders approve the other annual meeting proposals?

Yes. All other proposals presented at the July 2, 2026 annual general meeting were approved by the requisite majority. Only Proposal 3, addressing an amended and restated compensation policy for directors and executive officers, failed to gain the required level of shareholder support.

UNITED STATES

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 July 2026 No. 1

Commission File Number 000-24790

TOWER SEMICONDUCTOR LTD.

(Translation of registrant's name into English)

Ramat Gavriel Industrial Park 

P.O. Box 619, Migdal Haemek, Israel 2310502

(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 ☐

At the annual general meeting of the shareholders of Tower Semiconductor Ltd. (the “Company”) held on July 2, 2026, a quorum was present and the shareholders voted on each of the proposals described in the Company’s proxy statement for the meeting, which was furnished as Exhibit 99.1 to a Report of Foreign Private Issuer on Form 6-K filed by the Company with the U.S. Securities and Exchange Commission on May 21, 2026. All proposals were approved at the meeting by the requisite majority under the Israeli Companies Law 5759-1999, with the exception of Proposal 3 (approval of an amended and restated compensation policy for the Company’s directors and executive officers). The Company’s Compensation Committee and Board of Directors will review the voting results and consider the appropriate next steps with respect to this matter. The Compensation Committee and the Board of Directors are committed to maintaining strong governance practices while supporting the Company’s long-term strategy, and any next steps will be taken in consideration of such priorities.

All previously approved director and officer compensation arrangements, including any director and officer compensation approved by the shareholders at the meeting, will remain in effect, and the approval of any future officer and/or director compensation will be subject to approval in accordance with applicable law.

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, thereunto duly authorized.

	TOWER SEMICONDUCTOR LTD.
Date: July 6, 2026	By:	/s/ Nati Somekh
	Name:	Nati Somekh
	Title:	Corporate Secretary