My Size, Inc.
For the period ended Dec 31, 2024. Filed Jul 8, 2025.
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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.
Dec 31, 2024 · Filed Jul 8, 2025
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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
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 Pursuant to §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 the appropriate box):
| ☒ | 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 |
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
Meeting to be held on September 4, 2025, at 10:00 a.m. (local time)
At the Offices of Greenberg Traurig, P.A., One Azrieli Center, Round Tower, 30th floor, 132 Menachem Begin Rd, Tel Aviv 6701101 Israel
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 4, 2025
An annual meeting of stockholders (the “Annual Meeting”) of My Size, Inc. (“My Size”, the “Company”, “we”, “us”, or “our”) will be held on September 4, 2025, at the offices of Greenberg Traurig, P.A., One Azrieli Center, Round Tower, 30th floor, 132 Menachem Begin Rd, Tel Aviv 6701101 Israel at 10:00 a.m. (local time), to consider the following proposals:
| 1. | To elect two Class I directors to serve on our board of directors for a term of three years or until his successor is elected and qualified, for which Arik Kaufman and Roy Golan are the nominees; |
| 2. | To approve an amendment to the My Size, Inc. 2017 Equity Incentive Plan (the “2017 Plan”) to increase the reservation of common stock for issuance thereunder to 756,691 shares from 130,000 shares (the “2017 Plan Increase”); |
| 3. | To approve an amendment to the 2017 Plan to adopt an evergreen provision such that, beginning on January 1, 2026 and ending on and including January 1, 2029, the share reserve under the 2017 Plan will be automatically increased by a number of shares of our common stock equal to the lesser of (A) 5% of the aggregate number of shares of our shares of common stock outstanding on the final day of the immediately preceding calendar year or (B) such smaller number of shares as is determined by our board of directors (the “Evergreen Provision”); |
| 4. | To ratify the appointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December 31, 2025; and |
| 5. | To transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof. |
BECAUSE OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS STOCKHOLDERS, IT IS VITAL THAT EVERY STOCKHOLDER VOTES AT THE ANNUAL MEETING IN PERSON OR BY PROXY.
Under Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about July 11, 2025, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our annual meeting of stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025 (the “2024 Annual Report”). The Notice also provides instructions on how to vote online and how to receive a paper copy of the proxy materials by mail.
These proposals are fully set forth in the accompanying Proxy Statement, which you are urged to read thoroughly. For the reasons set forth in the Proxy Statement, your board of directors recommends a vote “FOR” Proposals 1, 2, 3 and 4. Only stockholders of record at the close of business on July 8, 2025 (the “Record Date”) will be entitled to attend and vote at the meeting. A list of all stockholders entitled to vote at the Annual Meeting will be available at the principal office of the Company during usual business hours, for examination by any stockholder for any purpose germane to the Annual Meeting for 10 days prior to the date thereof. Stockholders are cordially invited to attend the Annual Meeting. However, whether or not you plan to attend the meeting in person, your shares should be represented and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed Proxy in the accompanying postpaid envelope we have provided for your convenience to ensure that your shares will be represented. If you do attend the meeting and wish to vote your shares personally, you may revoke your Proxy.
By Order of the Board of Directors
/s/ Ronen Luzon
Ronen Luzon
Member of the Board of Directors July 9, 2025
WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 4, 2025:
Our Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card and
2024 Annual Report to Stockholders are available at:
www.proxyvote.com
TABLE OF CONTENTS
| PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS | 1 |
| PROPOSAL ONE – ELECTION OF CLASS 1 DIRECTORS | 5 |
| PROPOSAL TWO – AMENDMENTS TO THE MY SIZE, INC. 2017 EQUITY INCENTIVE PLAN – 2017 PLAN INCREASE | 17 |
| PROPOSAL THREE – AMENDMENTS TO THE MY SIZE, INC. 2017 EQUITY INCENTIVE PLAN – EVERGREEN PROVISION | 22 |
| PROPOSAL FOUR – RATIFICATION OF THE RE-APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS | 23 |
| REPORT OF THE AUDIT COMMITTEE | 24 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 25 |
| OTHER MATTERS | 25 |
My Size, Inc.
4 HaNegev St., P.O.B. 1026,
Airport City, Israel, 7010000
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