GILT

Business Context and Reporting Period

Company: Gilat Satellite Networks Ltd.
Filing Type: Form 6-K (Report on Foreign Issuer)
Date: July 17, 2025
Context: This filing announces the Proxy Statement for the Annual General Meeting of Shareholders scheduled for August 14, 2025. The document outlines proposals for board composition, executive compensation, and auditor ratification. It references the consolidated financial statements for the fiscal year ended December 31, 2024, which will be presented at the meeting but are not included in this specific filing.

Key Financial Metrics

Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the current or prior periods. These metrics are contained in the Annual Report on Form 20-F for the year ended December 31, 2024, referenced but not reproduced here.

Auditor Fees (Fiscal Year 2024):

Shares Outstanding: 57,211,899 ordinary shares as of July 16, 2025 (Record Date).

Material Changes and Proposals

The filing details several material governance and compensation changes to be voted upon:

• Board Expansion: Proposal to increase the Board of Directors from seven to eight members.
• Director Elections: Re-election of four directors (Amiram Boehm, Aylon Rafaeli, Dafna Sharir, Amir Ofek) and election of one new director (Dana Porter Rubinshtein).
• New External Director: Election of Hilla Haddad Chmelnik as a third external director for a three-year term.
• Compensation Policy Amendment: Clarification of the policy to explicitly allow for the grant of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), which were previously ambiguous regarding exercise price requirements.
• CEO Compensation: Grant of 180,000 Performance Stock Units (PSUs) to CEO Adi Sfadia.
  • 150,000 PSUs vest based on share price and VWAP thresholds.
  • 30,000 PSUs vest based on achieving an Adjusted EBITDA threshold of USD 53 million for 2025.
• Director Options: Grants of 50,000 options each to new directors Dana Porter Rubinshtein and Hilla Haddad Chmelnik, exercisable at 5% over the closing price on the grant date.

Guidance, Outlook, and Risks

Management Commentary: The Board recommends a vote "FOR" all proposals. The amendment to the Compensation Policy is intended to align executive compensation with shareholder value and clarify the mechanism for granting RSUs and PSUs. The CEO's PSU grant is tied to specific financial performance (Adjusted EBITDA) and market performance metrics.

Risks and Contingencies:

• Voting Thresholds: Items 4, 5, 6, and 7 require approval by a majority of non-controlling, non-interested shareholders, or that votes against do not exceed 2% of outstanding shares.
• Clawback Provisions: The Compensation Policy includes a clawback provision requiring executives to repay excess payments if financial statements are restated within three years due to inaccuracy.
• Quorum: The meeting requires at least two shareholders representing 25% of voting power to constitute a quorum.

Investor Verification Checklist

• Financial Performance: Verify the 2024 consolidated financial statements (Form 20-F) to assess the company's actual revenue, profit, and liquidity position, as these are not detailed in this proxy.
• CEO Performance Targets: Review the specific share price and VWAP thresholds set by the Compensation Committee for the 150,000 PSUs granted to the CEO, as these determine vesting eligibility.
• Ownership Structure: Note that Phoenix Holdings Ltd. beneficially owns approximately 18.56% of outstanding shares as of July 7, 2025.
• Compensation Policy Impact: Assess the implications of the amended Compensation Policy on future equity grants and the alignment of executive pay with long-term shareholder value.
• Auditor Independence: Review the breakdown of audit vs. non-audit fees ($770k vs. $622k) to evaluate auditor independence.