Item 5.07 Submission of Matters to a Vote of Security Holders
On July 26, 2021, Todos Medical Ltd. (the "Company") held its annual general
meeting of shareholders (the "Annual Meeting"). A total of 228,126,664 ordinary
shares, constituting a quorum, were represented in person or by valid proxies at
the Annual Meeting. The final results for each of the matters submitted to a
vote of stockholders at the Annual Meeting, as set forth in the Proxy Statement,
filed with the Securities and Exchange Commission on June 28, 2021 are as
follows:
Proposal 1. The resolution to amend the Company's Articles of Association: (a)
to authorize the creation of 50,000 (fifty thousand) redeemable Preferred A
Shares of the Company; (b) to authorize the creation of five thousand (five
thousand) redeemable Preferred B Shares of the Company; (c) to increase the
Company's authorized share capital to permit the issuance of a total of up to
5,000,000,000 (five billion) ordinary shares of the Company; and (d) to allow
the Company to fulfill relevant provisions of U.S. law in lieuof Israeli law
requirements regarding External Directors, if and to the extent allowed to do so
under Israeli corporate law and regulation was approved by the stockholders by
the votes set forth in the table below:
For Against Abstain Broker Non Vote
191,649,301 29,860,288 6,617,075
Proposal 2. The compensation packages recommended by the Compensation Committee
and approved by the Board, including compensation for each of the Company's
currently serving Directors and C-level officers, as well as for the External
Directors to be elected at the Annual Meeting was approved by the stockholders
by the votes set forth in the table below:
For Against Abstain Broker Non Vote
201,341,354 23,680,383 3,104,927
Proposal 3. The election of Lauren Chung as an External Director of the Company
for a term ending on July 26, 2024 and the election of Moshe Schlisser as an
External Director of the Company for a term ending July 26, 2024 was approved by
the stockholders by the votes set forth in the table below:
For Against Abstain Broker Non Vote
209,278,395 14,070,550 4,777,719
Proposal 4. The re-election of Gerald Commissiong, Dr. Herman Weiss, Daniel
Hirsch and Moshe Abramovitz as directors of the Company was approved by the
stockholders by the votes set forth in the table below:
For Against Abstain Broker Non Vote
206,671,781 15,938,553 5,516,330
-2-
Proposal 5. The extension for an additional year the authority granted to the
Company's Board of Directors to effect a reverse split of the Company's ordinary
shares (as per resolution of the Company's Shareholders' Meeting of May 11,
2020), such that the authority so granted shall extend until July 26, 2022, and
to expand such authority to include a reverse split of the Company's entire
share capital share at a ratio within the range from 1-for-2 up to 1-for 500,
provided that the Company shall not effect reverse share splits that, in the
aggregate, exceed 1-for-500 was approved by the stockholders by the votes set
forth in the table below:
For Against Abstain Broker Non Vote
197,642,465 30,156,329 327,870
Proposal 6. The adoption of the Company's 2021 Equity Incentive Plan was
approved by the stockholders by the votes set forth in the table below:
For Against Abstain Broker Non Vote
201,966,474 20,288,555 5,871,635
Proposal 7. The appointment of Yarel and Company as the Company's Auditors for
the 2021 financial year was ratified by the stockholders by the votes set forth
in the table below:
For Against Abstain Broker Non Vote
210,259,195 11,335,065 6,532,404
-3-
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