Protalix BioTherapeutics, Inc. 8-K

What Happened
Protalix BioTherapeutics, Inc. filed an 8-K on June 25, 2026 reporting the results of its 2026 Annual Meeting of Stockholders (held June 25, 2026 at 8:00 A.M. EDT in Tel Aviv). Stockholders (1) elected the eight director nominees, (2) approved, on a non‑binding advisory basis, executive compensation (say-on-pay), (3) approved an Amended and Restated 2006 Stock Incentive Plan increasing available shares, and (4) ratified Kesselman & Kesselman (a PwC member firm) as the company’s independent registered public accounting firm for fiscal 2026.

Key Details

• Directors elected (votes For / Withheld; broker non-votes = 10,705,177 for director matters):
  • Eliot Richard Forster, Ph.D.: 32,871,013 For; 2,379,140 Withheld
  • Dror Bashan: 32,023,297 For; 3,085,555 Withheld
  • Amos Bar Shalev: 28,788,428 For; 6,461,724 Withheld
  • Shmuel “Muli” Ben Zvi, Ph.D.: 31,573,749 For; 3,676,403 Withheld
  • Pol F. Boudes, M.D.: 32,649,206 For; 2,600,947 Withheld
  • Christian Elze: 32,639,041 For; 2,611,111 Withheld
  • Gwen A. Melincoff: 32,784,702 For; 2,465,451 Withheld
  • Aharon Schwartz, Ph.D.: 30,334,262 For; 4,915,890 Withheld
• Say-on-pay (non-binding): 28,368,614 For; 6,683,937 Against; 197,602 Abstain; 10,705,177 broker non-votes. (~19.0% of votes cast were Against.)
• Stock Incentive Plan amendment: increased authorized shares from 17,475,171 to 20,975,171 (increase of 3,500,000 shares). Vote: 28,161,656 For; 6,974,902 Against; 113,594 Abstain; 10,705,177 broker non-votes. (~19.8% of votes cast were Against.)
• Auditor ratification: Kesselman & Kesselman ratified as independent registered public accounting firm for FY 2026 with 42,958,243 For; 2,001,734 Against; 995,352 Abstain.
• The amended stock incentive plan is filed as Exhibit 10.1 to the 8-K.

Why It Matters

• Board continuity: all eight director nominees were elected, which keeps the company’s current governance team in place.
• Shareholder-approved equity pool increase: the plan increase of 3.5 million shares expands the company’s capacity for employee and executive equity awards; that can affect future dilution and compensation expense.
• Say-on-pay and vote levels: the non-binding advisory passed, but roughly one-fifth of votes cast were negative on both pay and the plan, a level of shareholder dissent investors may monitor.
• Auditor ratification is a routine governance item confirming the firm that will audit Protalix’s financial statements for fiscal 2026.