JFrog Ltd 8-K

What Happened
JFrog Ltd. announced the certified results of its annual general meeting held May 20, 2026 (record date March 26, 2026). 110,646,098 ordinary shares were present or represented, constituting a quorum out of 121,157,301 outstanding shares. All four Class III director nominees—Yoav Landman, Yossi Sela, Elisa Steele and Luis Felipe Visoso—were re-elected for three-year terms ending at the 2029 annual meeting. The company also obtained shareholder approval for non-employee director compensation, reappointment of auditors, a non-binding advisory "say-on-pay" vote, and approved compensation changes for CEO Shlomi Ben Haim and CTO Yoav Landman.

Key Details

• Shares/outstanding: 121,157,301 ordinary shares outstanding (record date March 26, 2026); 110,646,098 shares present or represented at the meeting.
• Director re-elections (votes For / Against / Abstain / Broker Non-Votes):
  • Yoav Landman: 97,757,081 / 1,360,279 / 87,245 / 11,567,963
  • Yossi Sela: 94,970,471 / 4,063,170 / 170,964 / 11,567,963
  • Elisa Steele: 69,965,180 / 29,032,316 / 207,109 / 11,567,963
  • Luis Felipe Visoso: 98,174,209 / 853,280 / 177,116 / 11,567,963
• Non-employee director compensation (required by Israeli law) approved: 98,675,375 For, 201,091 Against, 328,139 Abstain; also approved by a majority of non-controlling, non-interested shareholders.
• Auditor reappointment (Kost, Forer, Gabbay & Kasierer, member of Ernst & Young Global) ratified: 109,400,207 For, 1,168,351 Against, 204,010 Abstain.
• Advisory executive compensation (non-binding) passed: 81,048,685 For, 17,811,030 Against, 344,890 Abstain (11,567,963 broker non-votes).
• Compensation changes for CEO Shlomi Ben Haim and CTO Yoav Landman approved (votes recorded in the filing).

Why It Matters
These votes confirm board continuity (four directors re-elected) and maintain the current external auditor, which are material governance items for investors tracking management oversight and financial reporting continuity. Approval of director and executive compensation (including the non-binding say-on-pay) signals shareholder support for the company’s pay practices as presented in the proxy. The detailed vote counts—especially the larger opposing vote for one director nominee (Elisa Steele)—provide transparency on shareholder sentiment that investors may monitor going forward.

Signed by CFO Eduard Grabscheid on May 22, 2026.