Lifeward Ltd.
For the period ended Sep 25, 2026. Filed Sep 25, 2026.
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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.
Sep 25, 2026 · Filed Sep 25, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
__________________________________
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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule 14a-12 |
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(Name of the Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in Exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Shareholder,
You are cordially invited to attend the 2026 Annual and Extraordinary General Meeting of Shareholders (the “Meeting”) of Lifeward Ltd. (“we,” the “Company” or “Lifeward”) to be held at 10:00 a.m. (Israel time) on Friday, October 30, 2026, at the law offices of Sullivan & Worcester Tel Aviv (Har-Even & Co.), 28 HaArba’a Street, HaArba’a Towers, North Tower, 14th Floor, Tel Aviv 6473925, Israel. We intend to hold the Meeting in person. In the event it is not possible or advisable to hold the Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. As always, we encourage you to vote your shares prior to the Meeting.
The agenda for the Meeting is set forth in the accompanying Notice of 2026 Annual and Extraordinary General Meeting of Shareholders and Proxy Statement.
For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote “FOR” Proposals 1-8 and “EVERY YEAR” for Proposal 9 on the agenda for the Meeting.
We look forward to greeting personally those of you who are able to be present at the Meeting.However, whether or not you plan to attend the Meeting, it is important that your shares be represented. Accordingly, you are kindly requested to mark, sign, date and promptly mail the enclosed proxy card at your earliest convenience so that it will be received no later than 10:00 a.m. (Israel time) on Thursday, October 29, 2026, to be validly included in the tally of ordinary shares voted at the Meeting. Detailed proxy voting instructions are provided both in the Proxy Statement and on the proxy card.
If your ordinary shares are held in “street name,” that is, in a brokerage account or by a trustee or nominee, you should complete the voting instruction card that will be sent to you in order to direct your broker, trustee or nominee how to vote your shares. You may also be able to provide such voting instructions via the Internet.
Thank you for your continued cooperation.
Very truly yours, /s/ Avraham GabayAvraham Gabay Chairman of the Board of Directors September 25, 2026
THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE
FIRST BEING MAILED TO SHAREHOLDERS ON OR ABOUT OCTOBER 7, 2026.
NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To the shareholders of Lifeward Ltd.:
Notice is hereby given that the 2026 Annual and Extraordinary General Meeting of Shareholders (the “Meeting”) of Lifeward Ltd. (“we,” the “Company” or “Lifeward”) will be held at 10:00 a.m. (Israel time) on Friday, October 30, 2026, at the law offices of Sullivan & Worcester Tel Aviv (Har-Even & Co.), 28 HaArba’a Street, HaArba’a Towers, North Tower, 14th Floor, Tel Aviv 6473925, Israel. We intend to hold the Meeting in person. In the event it is not possible or advisable to hold the Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication.
The agenda of the Meeting will be as follows:
| 1. | To approve the re-election of the directors named in the attached proxy statement (the “Proxy Statement”), each as a Class III director of the board of directors of the Company (the “Board” or the “Board of Directors”), to serve until the 2029 annual general meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Eighth Amended and Restated Articles of Association (the “Articles of Association”) or the Israel Companies Law, 5759-1999 (the “Israel Companies Law”). |
| 2. | To approve the election of the candidate named in the attached Proxy Statement as an “external director” (an “External Director”) within the meaning of the Israel Companies Law, to serve for a three-year term commencing as of November 11, 2026, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, and to approve his compensation. |
| 3. | To approve the equity compensation payable to our directors (other than External Directors and directors who are employees of the Company). |
| 4. | To approve the compensation payable to Mr. Josh Hexter, our Interim Chief Executive Officer. |
| 5. | To approve the Company’s issuance of ordinary shares in excess of the exchange cap (the maximum number of shares that can be issued under Nasdaq rules without shareholder approval, upon the conversion or exercise of certain outstanding securities). |
| 6. | To approve the renewal of the Company’s Compensation Policy for officers and directors for a period of three (3) years. |
| 7. | To approve the re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and until the Company’s 2027 annual general meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm. |
| 8. | To approve, on an advisory basis, the Company’s executive compensation, commonly referred to as a “Say-on-Pay” vote. |
| 9. | To approve, on an advisory basis, the frequency of the named executive officer compensation advisory vote. |
| 10. | To report on the business of the Company for the year ended December 31, 2025, and review the 2025 financial statements. |
| 11. | To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof. |
The proposals above are described more fully in the accompanying Proxy Statement, which we urge you to read in its entirety.
For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote “FOR” Proposals 1-8 and “EVERY YEAR” for Proposal 9 on the agenda for the Meeting.
The affirmative vote of a simple majority of the votes cast by shareholders in person or by proxy at the Meeting on the proposal (an “Ordinary Majority”) is necessary for the approval of each of Proposals 1-8. With respect to Proposal 9, the frequency receiving the greatest number of votes cast will be considered the frequency recommended by the shareholders. Under Israeli law, each of Proposals 2, 3, 4 and 6 requires, in addition to the affirmative vote of an Ordinary Majority, that either: (1) a majority of the voting power represented at the Meeting in person or by proxy and voting thereon, excluding the shares of controlling shareholders and of shareholders who have a personal interest in the approval of the resolution, be voted “FOR” the proposed resolution, or (2) the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the resolution voted against approval of the proposal does not exceed two percent of the outstanding voting power in the Company. More detailed information regarding this approval requirement appears below under “Questions and Answers About the Meeting – About the Voting Procedures at the Meeting.”
Only shareholders of record at the close of business on the record date of September 30, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.
If you are unable to attend the Meeting in person you are requested to complete, date and sign the enclosed proxy card and return it promptly in the pre-addressed envelope provided so that it is received by us at least 24 hours before the Meeting or vote by telephone or over the Internet if your voting instruction form describes such voting methods. Your proxy may be revoked at any time before it is voted if you return a later-dated proxy card or if you vote your shares in person at the Meeting if you are the record holder of the shares and can provide a copy of a certificate(s) evidencing your shares. If your shares are held in “street name,” meaning in the name of a bank, broker or other record holder, you must either direct the record holder of your shares on how to vote your shares or obtain a legal proxy from the record holder to vote the shares at the Meeting on behalf of the record holder as well as a statement from such record holder that it did not vote such shares on your behalf.
Further, if you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares only on routine matters, even if the broker does not receive voting instructions from you. Your broker does not have discretionary authority to vote on non-routine matters without instructions from you, in which case a “broker non-vote” will occur and your shares will not be voted on these matters. Except for Proposal No. 7 regarding the ratification and approval of the continued appointment of the Company’s independent registered public accounting firm, none of the Proposals at the Meeting is expected to be a routine matter. Accordingly, absent voting instructions from you, your broker is expected to have discretionary authority to vote your shares only with respect to Proposal No. 7.
Joint holders of shares should note that, pursuant to our Articles of Association, the vote of the senior of joint holders of any share who votes such share, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other registered holder(s) of such share, with seniority determined by the order in which the names of the joint holders appear in our Register of Shareholders. For the appointment of a proxy to vote shares held by joint holders to be valid, the signature of the senior of the joint holders must appear on the proxy card.
By Order of the Board of Directors, /s/ Avraham GabayAvraham Gabay Chairman of the Board of Directors September 25, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON
OCTOBER 30, 2026
You are urged to mark, date, sign and promptly return the proxy card in the envelope provided to you so that, if you are unable to attend the Meeting, your shares can be voted. The Notice and Proxy Statement and the 2025 Annual Report are available at http://ir.golifeward.com.
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TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THE MEETING | 2 |
|---|---|
| DATE THESE PROXY MATERIALS ARE FIRST BEING MAILED | 9 |
| PROPOSAL 1 – RE-ELECTION OF CLASS III DIRECTORS | 10 |
| PROPOSAL 2 – ELECTION OF EXTERNAL DIRECTOR AND APPROVAL OF HIS COMPENSATION | 42 |
| PROPOSAL 3 – APPROVAL OF THE EQUITY COMPENSATION PAYABLE TO OUR DIRECTORS (OTHER THAN EXTERNAL DIRECTORS AND DIRECTORS WHO ARE EMPLOYEES OF THE COMPANY) | 44 |
| PROPOSAL 4 – APPROVAL OF THE COMPENSATION PAYABLE TO JOSH HEXTER, OUR INTERIM CHIEF EXECUTIVE OFFICER | 46 |
| PROPOSAL 5 – APPROVAL OF THE COMPANY’S ISSUANCE OF ORDINARY SHARES IN EXCESS OF THE EXCHANGE CAP UNDER NASDAQ LISTING RULE 5635(d) | 48 |
| PROPOSAL 6 – APPROVAL OF THE RENEWAL OF THE COMPANY’S COMPENSATION POLICY FOR OFFICERS AND DIRECTORS FOR A PERIOD OF THREE (3) YEARS | 51 |
| PROPOSAL 7 – APPROVAL OF THE RE-APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUTHORIZATION OF THE BOARD TO FIX ITS REMUNERATION | 52 |
| PROPOSAL 8 – NON-BINDING SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION | 54 |
| PROPOSAL 9 – NON-BINDING SHAREHOLDER ADVISORY VOTE ON THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION | 55 |
| REVIEW OF THE COMPANY’S FINANCIAL STATEMENTS FOR 2025 | 59 |
| PROPOSALS OF SHAREHOLDERS AT 2027 ANNUAL MEETING | 59 |
| OTHER BUSINESS | 60 |
| ADDITIONAL INFORMATION | 60 |
| APPENDIX A – EMPLOYMENT AGREEMENT WITH JOSH HEXTER | A-1 |
| APPENDIX B – PROPOSED COMPENSATION POLICY FOR OFFICERS AND DIRECTORS | B-1 |
PROXY STATEMENT
This Proxy Statement is being furnished to the holders of ordinary shares, no par value per share, of Lifeward Ltd. (“we,” the “Company”, or “Lifeward”) in connection with the solicitation of proxies by our Board of Directors (the “Board” or the “Board of Directors”) for use at the 2026 Annual and Extraordinary General Meeting of Shareholders (the “Meeting”) to be held at the law offices of Sullivan & Worcester Tel Aviv (Har-Even & Co.), 28 HaArba’a Street, HaArba’a Towers, North Tower, 14th Floor, Tel Aviv 6473925, Israel at 10:00 a.m. (Israel time) on Friday, October 30, 2026, and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Annual and Extraordinary General Meeting of Shareholders. We are first making available this Proxy Statement and accompanying materials to shareholders on or about October 7, 2026.
The agenda of the Meeting will be as follows:
| 1. | To approve the re-election of the directors named in this Proxy, each as a Class III director of the Board, to serve until the 2029 annual general meeting of shareholders and until his successor has been duly elected and qualified, or until his or her office is vacated in accordance with the Company’s Eighth Amended and Restated Articles of Association (the “Articles of Association”) or the Israel Companies Law, 5759-1999 (the “Israel Companies Law”). |
| 2. | To approve the election of the candidate for director named in this Proxy Statement as an “external director” (an “External Director”) within the meaning of the Israel Companies Law, to serve for a term of three years commencing as of November 11, 2026, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law and to approve his compensation. |
| 3. | To approve the equity compensation payable to our directors (other than External Directors and directors who are employees of the Company). |
| 4. | To approve the compensation payable to Mr. Josh Hexter, our new Interim Chief Executive Officer. |
| 5. | To approve the Company’s issuance of ordinary shares in excess of the exchange cap (the maximum number of shares that can be issued under Nasdaq rules without shareholder approval, upon the conversion or exercise of certain outstanding securities). |
| 6. | To approve the renewal of the Company’s Compensation Policy for officers and directors for a period of three (3) years. |
| 7. | To approve the re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and until the Company’s 2027 annual general meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm. |
| 8. | To approve, on an advisory basis, the Company’s executive compensation, commonly referred to as a “Say-on-Pay” vote. |
| 9. | To approve, on an advisory basis, the frequency of the named executive officer compensation advisory vote. |
| 10. | To report on the business of the Company for the year ended December 31, 2025, and review the 2025 financial statements. |
| 11. | To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof. |
Currently, we are not aware of any other matters that will come before the Meeting. If any other matters properly come before the Meeting, the persons designated as proxies will retain discretion to vote in accordance with their judgment on such matters.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.