Business Context and Reporting Period
This Form 8-K reports on events occurring on March 21, 2017, and March 22, 2017, concerning My Size, Inc., a Delaware corporation. The filing details the results of the Company's 2017 Annual Meeting of Stockholders and the subsequent filing of an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting outcomes rather than financial performance.
Material Changes and Corporate Actions
Amendment to Certificate of Incorporation
Following shareholder approval, the Company removed provisions relating to Israeli Law from its Certificate of Incorporation. Key changes include:
- Removal of requirements for shareholder meeting notices under Israeli Companies Law sections 87 and 89.
- Elimination of provisions regarding "Controlling Stockholders" under Israeli law.
- Removal of restrictions on the Chairman and General Manager holding the same office.
- Disapplication of Israeli Securities Regulations and derivative action filing requirements under Israeli law.
- Removal of mandatory requirements for an audit committee, internal auditor, and independent directors under Israeli law.
- Adoption of customary Delaware corporate practices and NASDAQ Capital Market rules.
Shareholder Voting Results
Of the 17,405,359 shares entitled to vote, 7,842,777 were present or represented by proxy. All eight proposals submitted were approved:
- Proposal 1: Change reporting policy to Chapter E'3 of the Israeli Securities Law (7,698,423 For; 144,354 Against).
- Proposal 2: Approval of the Amended and Restated Certificate of Incorporation (7,717,777 For; 125,000 Against).
- Proposal 3: Election of five directors (Eli Walles, Ronen Luzon, Moshe Gedansky, Zeev Lavenberg, Oron Braniztky).
- Proposal 4 & 5: Approval of the 2017 Equity Incentive Plan and Consultant Equity Incentive Plan.
- Proposal 6: Revocation of the 2014 Compensation Plan for named executive officers.
- Proposal 7: Advisory vote on executive compensation (7,717,777 For; 125,000 Against).
- Proposal 8: Advisory vote on frequency of future compensation votes (7,573,423 voted for every 3 years; 269,354 voted for every year).
Guidance, Outlook, and Risks
The filing does not contain management commentary on financial guidance, future outlook, or specific risk factors. The primary operational change is the shift in regulatory compliance from Israeli corporate law standards to Delaware and SEC standards.
Investor Verification Checklist
- Verify the full text of the Amended and Restated Certificate of Incorporation (Exhibit 3.1) to confirm the exact scope of removed Israeli law provisions.
- Confirm the Company's transition to reporting under Chapter E'3 of the Israeli Securities Law and the implications for future disclosures.
- Review the newly approved 2017 Equity Incentive Plan and Consultant Equity Incentive Plan for details on share reserves and vesting terms.
- Monitor the Company's compliance with NASDAQ Capital Market rules regarding independent directors and audit committees, which are now governed by Delaware/SEC standards rather than Israeli mandates.