DarioHealth Corp. 8-K

What Happened
DarioHealth Corp. (DRIO) filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held January 29, 2026. All seven director nominees were elected (nominees: Hila Karah; Dennis Matheis; Dennis M. McGrath; Erez Raphael; Yoav Shaked; Lawrence Leisure; Adam K. Stern). Stockholders also ratified Kesselman & Kesselman (a member firm of PwC) as the independent registered public accounting firm for fiscal 2026, ratified several share issuances related to prior private placements and the Twill Inc. acquisition, approved an increase of 500,000 shares to the Amended and Restated 2020 Equity Incentive Plan, approved a non‑binding advisory “say‑on‑pay” resolution, and approved a charter amendment giving the board the right to amend the bylaws.

Key Details

• Directors elected (sample votes): Dennis Matheis — For 4,149,931; Erez Raphael — For 4,165,108. Broker non‑votes were roughly 797,472 across director ballots.
• Auditor ratification: For 4,952,777; Against 17,242; Abstain 10,314.
• Ratification of preferred‑to‑common conversions and related issuances (per Nasdaq Rule 5635): For 4,160,615; Against 18,127; Abstain 4,119; broker non‑votes ~797,472. These relate to conversion of 25,605 preferred shares into 1,697,843 common shares and potential additional issuance of up to 679,137 dividend shares and up to 208,754 shares under lock‑up agreements.
• Other votes: Twill issuance ratified (For 4,128,765); Equity Incentive Plan increase of 500,000 shares approved (For 3,973,445; Against 187,144); Say‑on‑pay advisory approved (For 4,070,845); Charter amendment to allow board to amend bylaws approved (For 4,903,748).

Why It Matters
These outcomes confirm board continuity and routine governance housekeeping that affect corporate control and potential dilution. Ratifying the auditor maintains the company’s chief accounting firm for 2026. Approvals around preferred conversions, Twill‑related issuances and the 500,000‑share increase to the equity plan authorize additional common shares that can increase the company’s share count and dilute existing holders — important for investors tracking share supply and potential dilution. The charter amendment (board right to amend bylaws) is a governance change investors should note for future procedural flexibility. The say‑on‑pay vote was non‑binding but signals stockholder support for executive compensation as disclosed in the proxy.