Entera Bio Ltd.
For the period ended Jun 20, 2024. Filed Jun 20, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 20, 2024 · Filed Jun 20, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Kiryat Hadassah Minrav Building - Fifth Floor Jerusalem, Israel
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
June 20, 2024
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Entera Bio Ltd., a company formed under the laws of the State of Israel (“we,” “Entera,” or the “Company”), will be held on July 31, 2024 at 08:00 AM Eastern Time, at our offices located at Kiryat Hadassah, Minrav Building – Fifth Floor, Jerusalem Israel 9112002, for the following Agenda Items:
| 1. | To elect each of the following nominees to serve as Class I directors of the Company until the Company’s annual general meeting of shareholders to be held in 2027: |
| (a) | Ms. Miranda Toledano; and |
| (b) | Mr. Yonatan Malca; |
| 2. | To ratify and approve a one-time grant of compensation, as described in the accompanying proxy statement, to Ms. Miranda Toledano, our Chief Executive Officer and a Director; |
| 3. | To ratify and approve the revised compensation terms for our non-executive directors; |
| 4. | To ratify and approve an amendment to the Company's 2018 Equity Incentive Plan (the “2018 Plan”), including an increase of the number of shares issuable thereunder by a one-time amount of 1,788,515 shares; |
| 5. | To ratify and approve the amended and restated compensation policy for the directors and officers of the Company; |
| 6. | To consider and vote on the advisory resolution regarding the compensation of our named executive officers; |
| 7. | To consider and vote on the advisory resolution on the frequency of the advisory resolution regarding the compensation of our named executive officers; |
| 8. | To ratify and approve the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, or PwC, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2024, and authorize the Company’s board of directors (the “Board”), or the Audit Committee, if authorized by the Board, to determine the compensation of the auditors in accordance with the volume and nature of their services; and |
| 9. | To consider any other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting. |
In addition, our shareholders will be requested to consider at the Annual Meeting our audited consolidated financial statements for the fiscal year ended December 31, 2023. No vote is required regarding this item.
The foregoing proposals are described more fully in the enclosed proxy statement, which we urge you to read in its entirety.
Only holders of record of our ordinary shares, par value NIS 0.0000769 per share (the “Ordinary Shares”), at the close of business on Tuesday, June 4, 2024 are entitled to notice of and to attend and vote at the Annual Meeting and any adjournments thereof. The vote required to approve the resolutions to be presented is set forth in each proposal brought for shareholders’ approval in the accompanying proxy statement.
Entera Bio Ltd. | 2024 Annual Meeting Proxy Statement
Whether or not you expect to be present at the Annual Meeting, please vote using the Internet, or by mail, in each case by following the instructions in our proxy statement. Shareholders who execute a proxy may nevertheless attend the Annual Meeting, revoke their proxy and vote their shares in person.
Shareholders of record, who do not expect to attend the Annual Meeting in person, are kindly requested to mark, date, sign and mail the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope as promptly as possible to our address below, c/o Dana Yaacov-Garbeli, our Chief Financial Officer. You may also vote your shares through the internet by going to www.voteproxy.com and following the on-screen instructions or scanning the QR code, located on the proxy card, with your smartphone. Please have your proxy card available when you access the webpage. Internet voting is available until 11:59 p.m. Eastern Time on July 30, 2024. If voting by mail, the proxy must be received at our registered office at least four (4) hours prior to the Annual Meeting (that is, by 04:00 a.m. (Eastern time), Wednesday, July 31, 2024) to be validly included in the tally of Ordinary Shares voted at the Annual Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card.
If you are the record holder of your Ordinary Shares, you can also authorize the voting of your shares over the Internet by following the instructions provided above or in the proxy statement. Ordinary Shares can be voted at the Annual Meeting only if the holder is present or represented by proxy.
We will be using the U.S. Securities and Exchange Commission’s “Notice and Access” rules, which allow us to make the Notice of the Annual Meeting, proxy statement and 2023 Annual Report (as defined in the proxy statement) (collectively, the “Proxy Materials”) available on the Internet, as the primary means of furnishing Proxy Materials to our shareholders. On or about June 20, 2024, we will mail to all of our shareholders a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing our Proxy Materials on the Internet and voting by telephone or on the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions for requesting a printed set of Proxy Materials. The Proxy Materials are available online at http://www.astproxyportal.com/ast/22270.
A Notice of Internet Availability of Proxy Materials, this proxy statement, including the form of proxy and our 2023 Annual Report are first being made available to shareholders on or about June 20, 2024.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gerald Lieberman
Gerald Lieberman
Chairman of the Board
Entera Bio Ltd. | 2024 Annual Meeting Proxy Statement
- ii -
| TABLE OF CONTENTS | |
|---|---|
| Page | |
| PROXY STATEMENT | 1 |
| INFORMATION ABOUT OUR ANNUAL MEETING | 1 |
| DIRECTORS AND EXECUTIVE OFFICERS | 6 |
| CORPORATE GOVERNANCE | 9 |
| SECURITY OWNERSHIP | 20 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 21 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 22 |
| EXECUTIVE COMPENSATION | 23 |
| PROPOSAL ONE – ELECTION OF DIRECTORS | 33 |
| PROPOSAL TWO – RATIFICATION AND APPROVAL OF A ONE-TIME GRANT OF COMPENSATION TO MIRANDA TOLEDANO, OUR CHIEF EXECUTIVE OFFICER AND A DIRECTOR | 34 |
| PROPOSAL THREE – RATIFICATION AND APPROVAL OF THE REVISED COMPENSATION TERMS FOR OUR NON-EXECUTIVE DIRECTORS | 37 |
| PROPOSAL FOUR – RATIFICATION AND APPROVAL OF THE AMENDMENT TO THE COMPANY'S 2018 INCENTIVE PLAN | 39 |
| PROPOSAL FIVE — RATIFICATION AND APPROVAL OF AN AMENDED AND RESTATED COMPENSATION POLICY | 41 |
| PROPOSAL SIX — ADVISORY RESOLUTION REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 43 |
| PROPOSAL SEVEN — ADVISORY RESOLUTION ON THE FREQUENCY OF THE ADVISORY RESOLUTION REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 44 |
| PROPOSAL EIGHT – APPOINTMENT AND COMPENSATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 45 |
| AUDIT COMMITTEE REPORT | 47 |
| WHERE TO OBTAIN ADDITIONAL INFORMATION | 48 |
| EXPENSES RELATING TO THIS PROXY STATEMENT | 48 |
| STATEMENTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2023 | 48 |
| OTHER BUSINESS | 48 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.