My Size, Inc. Form 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by My Size, Inc. on August 12, 2020, covering events that occurred on August 10, 2020. The report details the outcomes of the Company's 2020 Annual Meeting of Stockholders, including the election of directors, approval of equity plan amendments, and the ratification of auditors.
Key Financial Metrics
The filing text does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on corporate governance and equity compensation matters.
Material Changes and Corporate Actions
- Equity Plan Amendment: Stockholders approved an amendment to the 2017 Equity Incentive Plan, increasing the number of shares reserved for issuance from 200,000 to 1,450,000 shares.
- Consultant Plan Adjustment: Following the shareholder approval, the shares available under the 2017 Consultant Incentive Plan were reduced from 466,667 to 216,667 shares.
- Executive Compensation Grants:
- Ronen Luzon (CEO): Granted 160,000 stock options (exercise price $1.04) and 80,000 performance-based restricted stock units (RSUs). The RSUs vest upon achieving specific revenue targets in the Russian Federation ($50,000 in 2020 or $500,000 in 2021).
- Or Kles (CFO) and Billy Pardo (COO/CPO): Each granted 130,000 stock options at an exercise price of $1.04.
- Other Employees: Granted 325,893 stock options at an exercise price of $1.04.
- Non-Employee Directors: Each granted 30,000 stock options at an exercise price of $1.04.
- Director Elections: Four directors (Ronen Luzon, Arik Kaufman, Oren Elmaliah, Oron Braniztky) were elected to the Board.
Voting Results and Governance
A total of 3,535,271 shares were represented at the Annual Meeting. All four proposals submitted to stockholders were approved:
- Proposal 1 (Director Election): All nominees received significant "For" votes, with broker non-votes totaling 2,497,598 shares.
- Proposal 2 (Equity Plan Amendment): Approved with 734,568 votes "For" and 267,590 "Against".
- Proposal 3 (Executive Compensation Advisory Vote): Approved with 844,818 votes "For" and 167,256 "Against".
- Proposal 4 (Auditor Ratification): Ratification of Somekh Chaikin as independent public accountant was overwhelmingly approved with 3,423,577 votes "For" and 83,501 "Against".
Investor Verification Checklist
- Verify the dilution impact of the increased share reserve (1,450,000 shares) under the 2017 Equity Incentive Plan.
- Monitor the vesting conditions for the CEO's performance-based RSUs, specifically the revenue targets in the Russian Federation.
- Review the total number of outstanding options granted to executives and employees at the $1.04 exercise price relative to the current market price.
- Confirm the reduction in the 2017 Consultant Incentive Plan share pool to 216,667 shares.