Rafael Holdings Seeks Shareholder Nod for Director Slate, Equity Plan Boost

Ticker: RFL · Form: DEF 14A · Filed: Nov 18, 2025 · CIK: 1713863

Sentiment: mixed

Topics: Proxy Statement, Corporate Governance, Equity Incentive Plan, Shareholder Meeting, Director Election, Auditor Ratification, Stock Dilution

Related Tickers: RFL

TL;DR

**RFL is asking shareholders to greenlight a 1,000,000 share increase to its equity incentive plan, which is a clear red flag for potential dilution.**

AI Summary

Rafael Holdings, Inc. (RFL) is holding its Annual Meeting on January 8, 2026, to elect six directors, ratify CohnReznick LLP as its independent auditor for Fiscal Year 2025, and approve an amendment to the 2021 Equity Incentive Plan to increase Class B Common Stock available for awards by 1,000,000 shares. As of the November 11, 2025 record date, the company had 51,762,801 shares outstanding, comprising 787,163 Class A Common Stock and 50,975,638 Class B Common Stock. Class A stockholders receive three votes per share, while Class B stockholders receive one-tenth of one vote per share. The Board of Directors, despite the company being a 'controlled company' with Howard S. Jonas controlling over 50% of voting power, maintains a majority of independent directors and fully independent Compensation and Corporate Governance Committees. The company's fiscal year ends on July 31. The proposed increase in equity awards could dilute existing shareholder value.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Rafael Holdings, impacting investor control and potential dilution. The proposed increase of 1,000,000 shares for the 2021 Equity Incentive Plan could dilute existing shareholder value, a key concern for investors. For employees, this plan offers continued incentive opportunities, potentially aligning their interests with company performance. The company's commitment to a majority independent board, despite its 'controlled company' status under Howard S. Jonas, signals a dedication to robust governance, which can enhance investor confidence and competitive standing in the market.

Risk Assessment

Risk Level: medium — The primary risk stems from Proposal No. 3, which seeks to increase the number of shares available for awards under the 2021 Equity Incentive Plan by 1,000,000 shares of Class B Common Stock. This significant increase could lead to substantial dilution for existing shareholders, impacting their ownership percentage and the value of their holdings. While the company maintains a majority independent board, the potential for dilution is a concrete financial risk.

Analyst Insight

Investors should carefully evaluate Proposal No. 3 regarding the 1,000,000 share increase to the equity incentive plan. Consider voting against this proposal if you are concerned about potential dilution of your existing shares. Review the full 2025 Annual Report on Form 10-K for a comprehensive financial picture before the January 8, 2026 meeting.

Key Numbers

Key Players & Entities

FAQ

What is Rafael Holdings, Inc. proposing at its 2026 Annual Meeting?

Rafael Holdings, Inc. is proposing three key items at its Annual Meeting on January 8, 2026: the election of six directors, the ratification of CohnReznick LLP as its independent auditor for Fiscal Year 2025, and the approval of an amendment to the 2021 Equity Incentive Plan to increase available Class B Common Stock by 1,000,000 shares.

When is Rafael Holdings' Annual Meeting and what is the record date?

Rafael Holdings' Annual Meeting is scheduled for Thursday, January 8, 2026, at 11:30 a.m. local time. The record date for determining stockholders entitled to vote is the close of business on Monday, November 11, 2025.

How many shares are outstanding for Rafael Holdings and what are the voting rights?

As of the November 11, 2025 record date, Rafael Holdings had 51,762,801 shares issued and outstanding. This includes 787,163 shares of Class A Common Stock, which carry three votes per share, and 50,975,638 shares of Class B Common Stock, which carry one-tenth of one vote per share.

Who controls Rafael Holdings and how does it affect corporate governance?

Rafael Holdings is a 'controlled company' because Howard S. Jonas, who serves as Chairman, Executive Chairman, CEO, and President, controls more than 50% of the voting power. Despite this, the Board of Directors has determined that a majority of its members are independent, and its Compensation and Corporate Governance Committees are entirely comprised of independent directors, exceeding NYSE requirements for controlled companies.

What is the potential impact of the proposed amendment to the 2021 Equity Incentive Plan for Rafael Holdings?

The proposed amendment to the 2021 Equity Incentive Plan seeks to increase the number of shares of Class B Common Stock available for awards by 1,000,000. This increase could lead to dilution for existing shareholders, as more shares would be issued, potentially reducing the ownership percentage and value of current holdings.

How can Rafael Holdings stockholders vote at the Annual Meeting?

Rafael Holdings stockholders can vote either in person at the Annual Meeting or by proxy without attending the meeting. Stockholders of record can vote via the Internet at www.voteproxy.com or by mail using the enclosed proxy card. Beneficial holders should follow instructions from their bank or broker.

What are the independence standards for Rafael Holdings' directors?

Rafael Holdings' Corporate Governance Guidelines require a majority of the Board and all members of the Audit, Compensation, Corporate Governance, and Nominating Committees to be independent. The Board uses specific criteria, including no employment by the company in the last three years, no receipt of over $120,000 in direct compensation (excluding director fees) in the last three years, and no material relationships with the company or its executive officers.

Who are the independent directors nominated for Rafael Holdings' Board?

Based on the Corporate Governance Committee's review, the independent directors nominated for Rafael Holdings' Board are Alan M. Grayson, Markus W. Sieger, Mark N. Stein, and Michael J. Weiss. Markus W. Sieger also serves as the lead independent director and Chairman of the Audit Committee.

What is the quorum requirement for Rafael Holdings' Annual Meeting?

A quorum for Rafael Holdings' Annual Meeting requires the presence, in person or by proxy, of a majority of the voting power of the Company's outstanding Class A Common Stock and Class B Common Stock, voting together as a single class. Abstentions and broker non-votes are counted towards the quorum.

How does Rafael Holdings handle communications from stockholders to the Board?

Stockholders can communicate with the Board, lead independent director, or non-employee directors as a group by submitting written comments to the Lead Independent Director at Rafael Holdings' principal executive offices. The Corporate Secretary may filter out certain types of communications, such as obscene materials or routine business matters, at her discretion.

Industry Context

Rafael Holdings operates within the biotechnology and pharmaceutical sectors, which are characterized by high research and development costs, long product development cycles, and significant regulatory hurdles. The industry is competitive, with companies vying for market share through innovation and strategic acquisitions. Trends include a growing demand for specialized therapies and increasing investment in drug discovery technologies.

Regulatory Implications

As a publicly traded company, Rafael Holdings is subject to SEC regulations and reporting requirements. The proposed increase in equity awards under the 2021 Equity Incentive Plan requires shareholder approval, highlighting the importance of compliance with corporate governance rules. The company's operations in the biotech sector also imply adherence to FDA and other health-related regulatory bodies.

What Investors Should Do

  1. Review the proposed amendment to the 2021 Equity Incentive Plan.
  2. Evaluate the director nominees.
  3. Confirm voting instructions for shares held by a broker.
  4. Consider the implications of the company's 'controlled company' status.

Key Dates

Glossary

DEF 14A
A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the primary source of information for the upcoming shareholder vote.)
Class A Common Stock
A class of common stock with a higher voting power per share (3 votes per share). (Represents a significant portion of the voting power despite a smaller number of outstanding shares (787,163).)
Class B Common Stock
A class of common stock with a lower voting power per share (0.1 votes per share). (Constitutes the vast majority of outstanding shares (50,975,638) but has diluted voting power.)
Record Date
A specific date set by the company to determine which shareholders are entitled to vote at a shareholder meeting. (Establishes the eligibility of shareholders for the January 8, 2026 Annual Meeting.)
Independent Registered Public Accounting Firm
An external audit firm hired to provide an independent opinion on the company's financial statements. (Shareholders are asked to ratify the appointment of CohnReznick LLP for Fiscal Year 2025.)
2021 Equity Incentive Plan
A plan that allows a company to grant stock options or other equity awards to employees and directors. (Shareholders will vote on increasing the number of Class B shares available under this plan by 1,000,000.)
Controlled Company
A company where more than 50% of the voting power is held by an individual, group, or another company. (Indicates that Howard S. Jonas controls over 50% of the voting power, influencing company decisions.)
Broker Non-Vote
A situation where a broker holding shares for a beneficial owner does not vote those shares because they lack voting instructions and the proposal is not routine. (Relevant for shareholders whose shares are held by a broker, as it can impact the vote count on certain proposals.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2026 Annual Meeting, focusing on upcoming votes rather than a comprehensive review of past performance. Therefore, direct year-over-year comparisons of financial metrics like revenue growth or margin changes are not available within this document. The key focus is on proposals for the upcoming meeting, including director elections, auditor ratification, and an equity incentive plan amendment, rather than a retrospective financial analysis.

Filing Stats: 4,722 words · 19 min read · ~16 pages · Grade level 14.3 · Accepted 2025-11-18 06:44:14

Key Financial Figures

Filing Documents

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 14A ________________ 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 under Rule 14a -12 RAFAEL HOLDINGS, INC. (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 below per Exchange Act Rule 14a -6 (i)(1), and 0 -11 . RAFAEL HOLDINGS, INC. 520 Broad Street Newark, New Jersey 07102 (212) 658-1450 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TIME AND DATE: 11:30 a.m., local time, on Thursday, January 8, 2026. PLACE: Rafael Holdings, Inc.'s offices at 520 Broad Street, 4 th Floor, Newark, New Jersey 07102. ITEMS OF BUSINESS: 1. To elect six directors, each for a term of one year. 2. To ratify the appointment of CohnReznick LLP as the Company's independent registered public accounting firm for the Fiscal Year ending July 31, 2025. 3. To approve an amendment to the Rafael Holdings, Inc. 2021 Equity Incentive Plan that will increase the number of shares of the Company's Class B Common Stock available for the grant of awards thereunder by 1,000,000. 4. To transact other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. RECORD DATE: You can vote if you were a stockholder of record as of the close of business in New York, New York on November 11, 2025. PROXY VOTING: You can vote either in person at the Annual Meeting or by proxy without attending the meeting. See details under the heading "How Do I Vote?" ANNUAL MEETING IN- PERSON ADMISSION: If you were a stockholder of record as of close of business in New York, New York on November 11, 2025, a form of personal photo identification must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other written proof of ownership as of November 11, 2025 with you to the Annual Meeting, as well as a form of personal photo identification. The Company requests that any stockholder seeking to attend the Annual Meeting in person first email the Company's investor relations department at invest@rafaelholdings.com to RSVP. ANNUAL MEETING DIRECTIONS: You may request directions to the Annual Meeting via email at invest@rafaelholdings.com or by calling Rafael Holdings Investor Relations at (212) 658 -1450 ext. 7. Important Notice Regarding the Availability of Proxy Materials for the Rafael Holdings, Inc. Stockholders Meeting to be Held on JANUARY 8, 2026 : The Notice of Annual Meeting and Proxy Statement and the Company's Fiscal 2025 Annual Report on Form 10-K are available at: https://rafaelholdings.irpass.com/Annual_Reports BY ORDER OF THE BOARD OF DIRECTORS Joyce Mason Corporate Secretary Newark, New Jersey November 18, 2025 RAFAEL HOLDINGS, INC. 520 Broad Street Newark, New Jersey 07102 (212) 658-1450 PROXY STATEMENT GENERAL INFORMATION Introduction This Proxy Statement is being furnished to the stockholders of record of Rafael Holdings, Inc., a Delaware corporation (the "Company" or "Rafael") as of the close of business in New York, New York on November 11, 2025, in connection with the solicitation by the Company's Board of Directors (the "Board of Directors") of proxies for use in voting at the Company's 2026 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will be held on Thursday, January 8, 2026 at 11:30 a.m., local time, at the Company's offices at 520 Broad Street, 4 th Floor, Newark, New Jersey 07102. The shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock") and Class B common stock, par value $0.01 per share ("Class B Common Stock") present at the Annual Meeting or represented by proxies received by Internet or mail (properly marked, dated and executed) and not revoked, will be voted at the Annual Meeting. This Proxy Statement is being mailed to the Company's stockholders starting on or about November 28, 2025. Solicitation and Voting Procedures This solicitation of proxies is being made by the Company. The solicitation is being conducted by mail and by e -mail , and the Company will bear all attendant costs. These costs will include the expense of preparing and mailing proxy materials for the Annual Meeting and any reimbursements paid to brokerage firms and others for thei

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