Steakholder Foods .(US:STKH)2024-04-30 20:26Shareholder Meeting - The Annual General Meeting of Shareholders is scheduled for June 6, 2024, at 4:00 p.m. Israel time[8]. - The quorum required for the Annual Meeting consists of at least two shareholders holding or representing at least 25% of the voting rights[37]. - Shareholders holding at least 5% of the voting power can submit proposals for the agenda of the general meeting[30]. - Voting instruction cards for ADS holders will be distributed by the Bank of New York Mellon[4]. - The proposed resolution for the increase in authorized share capital requires shareholder approval at the Annual Meeting[75]. - The company has no other business to transact at the Annual Meeting beyond what is outlined in the Notice of Annual Meeting of Shareholders[89]. Share Capital and Structure - As of April 25, 2024, Steakholder Foods Ltd. had 273,512,027 issued and outstanding ordinary shares, represented by 2,735,120 ADSs[36]. - The company proposes to increase its authorized share capital from 1 billion ordinary shares to 5 billion ordinary shares, an increase of 4 billion ordinary shares[69]. - The board believes the current share capital does not provide sufficient flexibility for future financial and capital requirements or potential business opportunities[69]. - The company aims to utilize additional shares for equity financings, acquisitions, share dividends, or splits to enhance public ownership[70]. - The board recommends that the additional shares be available for issuance at its discretion without delays or expenses related to further shareholder approval[70]. - The company has no current plans to issue any of the additional ordinary shares that would become available if the amendment is adopted[74]. - The company does not have any immediate dilutive effect on existing shareholders' voting power or rights from the proposed share amendment[71]. Board of Directors - The company has a staggered board structure with four directors, with terms expiring in 2024, 2025, and 2026[42]. - The company has a total of four directors, with three qualifying as independent directors under Nasdaq rules[57]. - The company’s board diversity matrix indicates one female director and three male directors as of December 31, 2023[53]. - Sari Singer, a director since 2021, has led strategic processes totaling approximately $7 billion in financing rounds[63]. - The company’s executive team includes Arik Kaufman as CEO, Moran Attar as VP of Finance, and Itamar Atzmony as Chief Engineering Officer[47]. Audit and Financials - Audit fees for 2023 amounted to $329,000, an increase of 11.5% from $295,000 in 2022[82]. - Total fees for KPMG, including audit and tax services, increased to $353,000 in 2023 from $320,000 in 2022, reflecting a growth of 10.3%[82]. - KPMG has served as the company's auditors since 2019 and is recommended for reappointment by the Audit Committee and Board of Directors[79]. - The company’s consolidated financial statements for the fiscal year ended December 31, 2023, will be presented at the Annual Meeting[86]. - The Board recommends a vote FOR the approval of the proposed resolution regarding the increase in authorized share capital[77]. - The Board of Directors recommends a vote FOR the reappointment of Somekh Chaikin as independent auditors[14]. Exchange Rate - The representative exchange rate on April 25, 2024, was NIS 3.794 to $1.00[20].