Brainstorm Cell Therapeutics (BCLI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 16, 2024, to be held virtually, with voting available by mail, phone, or internet.

• Key proposals include director elections, auditor ratification, amendments to the certificate of incorporation, stock incentive plan changes, a reverse stock split, and advisory votes on executive compensation.

• The record date for voting is August 12, 2024, with 79,734,091 shares outstanding.

Voting matters and shareholder proposals

• Election of seven directors to serve until the next annual meeting.

• Ratification of Brightman Almagor Zohar & Co. (Deloitte) as independent auditor for 2024.

• Amendment to increase authorized common stock from 100,000,000 to 250,000,000 shares.

• Amendments to the 2014 Stock Incentive and Global Share Option Plans to add 8,000,000 shares and extend terms by ten years.

• Authorization for a reverse stock split at a ratio between 1-for-5 and 1-for-15.

• Advisory votes on executive compensation and frequency of future say-on-pay votes (recommended every three years).

Board of directors and corporate governance

• Board consists of a majority of independent directors; committees are fully independent.

• Chairperson and CEO roles are separated; Dr. Frenkel serves as Chair.

• Board diversity is considered, with a mix of gender and backgrounds.

• Audit and GNC Committees oversee financial, governance, and compensation matters.

• No directors or executive officers have been involved in recent legal or regulatory violations.