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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 §240.14a-12
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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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COMPANY NUMBER
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ACCOUNT NUMBER
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CONTROL NUMBER
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Notice of Annual Meeting of Stockholders
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Proxy Statement
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Form of Electronic Proxy Card
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Annual Report
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TO REQUEST MATERIAL:
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TELEPHONE: 888-Proxy-NA (888-776-9962) or 201-299-6210 (for international callers)
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E-MAIL: help@equiniti.com
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WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
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TO VOTE:
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ONLINE: To access your online proxy card, please visit www.voteproxy.com
and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
IN PERSON: You may vote your shares in person by attending the Annual Meeting.
TELEPHONE: To vote by telephone, please visit www.voteproxy.com
to view the materials and to obtain
the toll free number to call.
MAIL: You may request a card by following the instructions above.
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1a.
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To elect Ms. Miranda Toledano as a Class I member of the Board of Directors of the Company (the “Board”) until the 2027 Annual Meeting.
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1b.
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To elect Mr. Yonatan Malca as a Class I member of the Board until the 2027 Annual Meeting.
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2.
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To ratify and approve a one-time grant of compensation, as described in the accompanying proxy statement, to Miranda Toledano, our
Chief Executive Officer and a Director.
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3.
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To ratify and approve the revised compensation terms, as described in the accompanying proxy statement, to each non-executive member of
the Board.
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4.
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To ratify and approve an amendment to the Company's 2018 Equity Incentive Plan, including an increase of the number of shares issuable
thereunder by a one-time amount of 1,788,515 shares, as described in the accompanying proxy statement.
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To ratify and approve the amended and restated compensation policy for the directors and officers of the Company as described in the accompanying proxy statement and attached as
Appendix B thereto.
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6.
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To ratify and approve, on an advisory, non-binding basis, the compensation paid to our named executive officers, including the
compensation tables and narrative discussion, as described in the accompanying proxy statement.
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7.
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To ratify and approve, on an advisory, non-binding basis, that the Company’s shareholders advise the Company to include an advisory
vote on the compensation of the Company’s named executive officers every:
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8.
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To ratify and approve the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, or
PwC, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2024, and authorize the Board, (or the Audit Committee, if authorized by the Board) to determine
the compensation of the auditors in accordance with the volume and nature of their services.
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Please note that you cannot use this notice to vote by mail.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS 1-6 AND PROPOSAL 8 AND A VOTE OF “ONE YEAR” FOR
PROPOSAL 7.
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