UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 1, 2025

 

(Exact Name of Registrant as Specified in its Charter)

  

 

  

Not applicable

(Former name or former address, if changed since last report)

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1, 2025, Lifeward Ltd. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Meeting”), at which the Company’s shareholders approved the Company’s 2025 Incentive Compensation Plan (the “Plan”), which provides for the grant of stock-based awards to officers, directors and employees of the Company. A description of the material terms of the Plan is contained in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on June 26, 2025 (the “Proxy Statement”). The description of the Plan is qualified in its entirety by reference to the plan document attached hereto as Exhibit 10.1, which is incorporated by reference into this Item 5.02.

Item 5.07    Submission of Matters to a Vote of Security Holders.

 

An aggregate of 5,223,471 ordinary shares, or approximately 45.0% of the Company’s 11,602,266 ordinary shares issued and outstanding as of June 23, 2025, the record date for the Meeting, were present or voted at the Meeting, constituting a quorum. The following proposals were voted upon at the Meeting, with the results of such voting as set forth below.  Proposals No. 1.a, 1.b, 1.c, 2, 3, 4, 6, 7 and 8 received the requisite level of approval by shareholders. Proposal 5 did not receive the requisite level of support. The proposals are described in greater detail in the Proxy Statement.

 

Proposal No. 1.a: To reelect Mark Grant as a Class II director of the Board, to serve until the 2028 annual 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 Articles of Association or the Israel Companies Law, 5759-1999.

Proposal No. 1.b: To reelect Dr. John William Poduska as a Class II director of the Board, to serve until the 2028 annual 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 Articles of Association or the Israel Companies Law, 5759-1999.

Proposal No. 1.c: To reelect Randel E. Richner as a Class II director of the Board, to serve until the 2028 annual meeting of shareholders and until her successor has been duly elected and qualified, or until her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999.

Proposal No. 2: To ratify the compensation payable to Mark Grant, the Company’s new President and Chief Executive Officer.

 

Proposal No. 3: To approve the payment to the individual serving as the Company’s Chairperson of the Board from time to time of an annual fee and an annual equity grant (or cash fee in lieu of an equity grant) that are double the amounts received by other directors of the Company from time to time, effective with the date of the Meeting.

 

Proposal No. 4: To approve the Lifeward Ltd. 2025 Incentive Compensation Plan.

 

Proposal No. 5: To ratify the shareholders’ previous approval of the issuance of equity compensation (under, and subject to the approval of, Proposal 4) to Ms. Randel E. Richner, a member of the Board, in connection with the additional consulting services provided by Ms. Richner under the Consulting Agreement with Richner Consultants, LLC, a Delaware company owned by Ms. Richner.

 

Proposal No. 6: To approve amendments to the Company's Articles of Association authorizing an increase in the Company’s authorized share capital.

 

Proposal No. 7: To approve the reappointment 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, 2025 and until the next annual 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.

 

Proposal No. 8: To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, pursuant to Item 402 of Regulation S-K of the SEC, including the compensation tables and accompanying narrative disclosures.

 

Exhibit No.		Description
10.1		Lifeward Ltd. 2025 Incentive Compensation Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

	Lifeward Ltd.
	By:	/s/ William Mark Grant
	Name:   Title:	William Mark Grant President and Chief Executive Officer

Dated: August 5, 2025