SHL Telemedicine Shareholders Reject Board Expansion, Re-elect Directors

TL;DR

**SHL shareholders rejected expanding the board but re-elected key directors, signaling governance stability.**

AI Summary

SHL Telemedicine Ltd. held its annual general meeting on February 8, 2024, where shareholders voted on several key proposals. Notably, a proposal to increase the maximum number of directors from nine to ten was rejected, with 4,387,246 votes against. However, shareholders re-elected Yariv Alroy and Professor Amir Lerman to the Board of Directors with 4,466,553 and 4,466,553 votes in favor, respectively. This matters to investors because the rejection of the board expansion proposal indicates shareholder resistance to potential changes in governance structure, while the re-election of key directors provides continuity.

Why It Matters

The rejection of the board expansion proposal signals shareholder sentiment regarding corporate governance, while the re-election of directors ensures stability in leadership.

Risk Assessment

Risk Level: low — The filing primarily reports on routine shareholder meeting outcomes, with no immediate adverse financial implications.

Analyst Insight

Investors should note the shareholder sentiment against board expansion, which could indicate a preference for the current governance structure. The re-election of key directors suggests stability in leadership, which can be a positive sign for long-term investors.

Key Numbers

• 6,765,828 — Ordinary Shares Voted (Represents 78.7% of voting shares at the meeting, indicating strong shareholder participation.)
• 4,387,246 — Votes Against Board Expansion (This significant number of 'Against' votes shows shareholder opposition to increasing the board size from 9 to 10 directors.)
• 4,466,553 — Votes For Director Re-election (This indicates strong shareholder support for the re-election of both Yariv Alroy and Professor Amir Lerman, ensuring continuity in leadership.)

Key Players & Entities

• SHL Telemedicine Ltd. (company) — registrant
• Yariv Alroy (person) — re-elected Board member
• Professor Amir Lerman (person) — re-elected Board member
• February 8, 2024 (date) — date of annual general meeting
• 6,765,828 (dollar_amount) — total ordinary shares present or represented by proxy
• 78.7% (dollar_amount) — percentage of issued and outstanding ordinary shares with voting rights
• nine (9) (dollar_amount) — current maximum number of directors
• ten (10) (dollar_amount) — proposed maximum number of directors
• 4,387,246 (dollar_amount) — votes against increasing the maximum number of directors
• 4,466,553 (dollar_amount) — votes for re-election of Yariv Alroy

Forward-Looking Statements

• SHL Telemedicine's board size will remain at a maximum of nine directors for the foreseeable future. (SHL Telemedicine Ltd.) — high confidence, target: 2025-02-08
• Yariv Alroy and Professor Amir Lerman will continue to play significant roles in the company's governance. (Yariv Alroy, Professor Amir Lerman) — high confidence, target: 2025-02-08

FAQ

Filing Documents

• zk2430901.htm (6-K) — 26KB
• exhibit_99-1.htm (EX-99.1) — 9KB
• image0.jpg (GRAPHIC) — 59KB
• image1.jpg (GRAPHIC) — 54KB
• 0001178913-24-000419.txt ( ) — 192KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-41641 SHL TELEMEDICINE LTD. (Translation of registrant's name into English) 90 Yigal Alon Street Tel Aviv 67891, Israel (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F EPLANATORY NOTE On February 8, 2024, SHL Telemedicine Ltd. (the " Company ") held its annual general meeting of shareholders (the " Meeting "), as described in the Notice and Proxy Statement that was attached as Exhibit 99.1 to the Company's report on Form 6-K furnished to the Securities and Exchange Commission on December 28, 2023. An aggregate of 6,765,828 of the Company's ordinary shares (including American Depositary Shares, each representing one ordinary share) representing approximately 78.7% of the issued and outstanding ordinary shares of the Company having the right to vote, as of the record date for the Meeting, were present or represented by proxy at the Meeting. At the Meeting, the following proposals were voted upon at the Meeting, with the results of such voting as set forth below. Results of the Meeting Proposal No. 1: To amend the Company's Articles of Association to increase the maximum number of directors who can serve on the Board at any one time from nine (9) to ten (10). For Against Abstain Broker Non-Votes 1,060,603 4,387,246 1,317,979 0 Proposal No. 2(a): To approve the reelection of Yariv Alroy as a member of the Board of Directors, to serve until the next annual meeting of shareholders. For Against Abstain Broker Non-Votes 4,466,553 2,299,275 0 0 Proposal No. 2(b): To approve the reelection of Professor Amir Lerman as a member of the Board of Directors, to serve until the next annual meeting of shareholders. For Against Abstain Broker Non-Votes 5,614,950 1,150,878 0 0 Proposal No. 3: To approve the election of Ido Nouberger as a member of the Board of Directors, to serve until the next annual meeting of shareholders. For Against Abstain Broker Non-Votes 6,354,774 45 411,000 9 Proposal No. 4: To approve the election of Nir Rotenberg as a member of the Board of Directors, to serve until the next annual meeting of shareholders. For Against Abstain Broker Non-Votes 6,354,618 195 411,015 0 Proposal No. 5: To approve the Company's Compensation Policy for officers and directors for an additional period of three years from the date of the Meeting, with certain changes thereto. For Against Abstain Broker Non-Votes 521,247 4,515,691 189,687 1,539,203 Proposal No. 6: To approve and ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company's independent registered public accounting firm for the year 2023 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. For Against Abstain Broker Non-Votes 5,043,847 411,432 1,310,549 0 A copy of the press release issued by the Company on February 8, 2024, and announcing the approval of the proposals at the Meeting is attached hereto as Exhibit 99.1 and is incorporated by reference herein This Form 6-K is incorporated by reference into the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 9, 2023 (Registration No. 333-272546), and its Registration Statement on Form 20FR12B/A filed with the Securities and Exchange Commission on March 28, 2023 (File No. 001-41641) Exhibit 99.1 Description Press release, dated February 8, 2024, announcing the results of the Annual General Meeting of Shareholders. SIGNATURE 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, thereunto duly authorized. SHL Telemedicine Ltd. By: /s/ Amir Hai Amir Hai Chief Financial Officer February 8, 2024

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