Entera Bio Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class III director nominees—Sean Ellis, Steven D. Rubin, and Geno J. Germano—to serve until the 2029 annual meeting.

2. 2

   Approval of Amended Compensation Terms for Non-Executive Directors

   ManagementBoard: FOR

   Approve amendments changing timing of annual options grants to the date of the annual general meeting and adding full acceleration upon a Change in Control for annual option grants to non-executive directors, plus pro rata grants for directors joining after the annual meeting.

   More detail

   This management proposal seeks shareholder approval to amend the compensation framework for non-executive directors by (i) changing the grant date for the annual option awards from January 1 to the date of the company’s annual general meeting (while keeping the vesting commencement date as January 1), and (ii) adding full vesting acceleration upon a Change in Control for annual option grants made after the annual meeting, plus rules for pro rata grants to directors appointed mid-year. Management frames the change as an administrative and governance improvement to align equity grants with the shareholder meeting cycle and to provide customary protection for directors in the event of a Change in Control, which may help attract and retain independent directors. Under Israeli Companies Law the transaction requires not only a simple majority but, for interested-party compensation matters, additional safeguards (a Special Majority) to ensure disinterested shareholder approval; the company notes these requirements and requests shareholder ratification accordingly. The amendment does not alter the quarterly fully-vested share grants previously approved for non-executive directors (which remain unchanged) and specifies that existing 2026 grants already made will not be retroactively altered. Economically, the proposal modestly strengthens director equity upside on a Change in Control and could increase perceived alignment between directors and shareholders, while altering grant timing may affect tax or accounting treatment and administrative timing for grants. The proposal also preserves the board’s discretion over other grant terms and keeps other compensation components intact, limiting the scope of change to timing and acceleration. Voting in favor supports management’s stated goals of streamlined administration and market-aligned director protections; dissenting shareholders might object only if they view acceleration provisions as unnecessary or dilutive absent stronger performance or shareholder protections. Overall, the proposal is routine for public companies seeking to align compensation practices with governance norms and preserve retention incentives for non-executive directors.

3. 3

   Approval of Share-Based Compensation for Steven D. Rubin, a Director

   ManagementBoard: FOR

   Approve a one-time option grant of 33,368 shares and a pro rata 2026 option grant of 43,405 shares to Steven D. Rubin, both at an exercise price of $1.37, with specified vesting schedules and Change-in-Control acceleration.

   More detail

   This proposal asks shareholders to approve targeted equity awards to newly appointed director Steven D. Rubin: a one-time grant of 33,368 options and a pro rata 2026 annual grant of 43,405 options, each at an exercise price of $1.37 and subject to customary multi-period vesting schedules and full acceleration on a Change in Control. Management states these grants are additional to the standard director compensation framework and are intended to align Mr. Rubin’s compensation with that of other non-executive directors, reflecting his late appointment relative to the annual grant date. Under the Israeli Companies Law, such related-party/office-holder compensation requires approval by the Compensation Committee, the Board and a Special Majority of shareholders (or satisfaction of the 2% threshold alternative), and the company has followed those pre-approval steps. From a governance perspective, the awards are standard onboarding equity intended to provide alignment with shareholders and a retention incentive; the inclusion of Change-in-Control acceleration is common but increases potential payout in control scenarios. Financially, the grants are modest in absolute share count relative to the outstanding share base but are dilutive and consume plan reserve—hence their combination with Proposal Seven to increase the 2018 Plan pool is relevant. Risk considerations include dilution and perceived generosity to insiders; however, management emphasizes parity with peer non-executive director compensation and administrative consistency. Shareholders evaluating the proposal should weigh the incremental dilution and acceleration features against the benefits of securing an experienced director and aligning his interests with long-term shareholder value. Given the Board’s recommendation and pre-approvals, the proposal is likely routine but merits attention from investors focused on governance and dilution.

4. 4

   Approval of Share-Based Compensation for Geno J. Germano, Chairman of the Board

   ManagementBoard: FOR

   Approve a one-time Chairman grant of 50,000 options and a pro rata 2026 option grant of 43,014 options to Geno J. Germano at $1.37 exercise price with specified vesting and Change-in-Control acceleration.

   More detail

   This management proposal requests shareholder approval of equity compensation for the newly appointed Chairman Geno J. Germano consisting of a one-time grant of 50,000 options plus a pro rata 2026 grant of 43,014 options at an exercise price of $1.37, vesting in scheduled installments and with full acceleration upon a Change in Control. Management positions the grant as recognition for the additional responsibilities of the Chairman role and as a means to align his incentives with long-term shareholder value and to match the compensation structure provided to other non-executive directors. The request follows the Company’s established director compensation framework and requires Special Majority approval under Israeli Companies Law because it involves Office Holder compensation; the Compensation Committee and Board approved the awards subject to shareholder ratification. From an investor perspective, the awards are modest relative to total outstanding shares but are dilutive and include acceleration rights that could yield significant value in an M&A scenario. The proposal should be read together with the broader compensation policy and with Proposal Seven (plan increase) because the awards consume shares from the company’s equity pool; the company has signaled its intention to register the underlying shares on Form S-8. The Board’s recommendation and the formal approvals support the view that these are standard retention/onboarding awards, though shareholders focused on governance may scrutinize the acceleration terms and overall dilution. Overall, the proposal is typical for bringing an experienced industry executive into a chairman role and aligns with retention and governance objectives, balanced against modest dilution and potential near-term vesting triggers on a corporate transaction.

5. 5

   Approval of One-Time Grant of Compensation to Sean Ellis, a Director

   ManagementBoard: FOR

   Approve a one-time fully vested option grant of 40,000 shares to Sean Ellis at an exercise price of $1.37, subject to Form S-8 registration and shareholder ratification conditioned on his re-election.

   More detail

   This proposal asks shareholders to ratify a one-time grant of 40,000 fully vested options to director Sean Ellis (exercise price $1.37) that was approved by the Compensation Committee and Board as recognition of his strategic contributions and introductions. The award is conditioned on his re-election and the company’s filing of a Form S-8 to register the underlying shares; Israeli Companies Law requires shareholder approval for such Office Holder compensation and the company has sought the necessary pre-approvals. The grant is aimed at retention and recognition rather than as ongoing compensation, and being fully vested at grant is more remunerative in the near term than standard time-vested awards. Investors should consider the immediate dilutive effect and the fact that the options are fully vested (subject only to exercise and applicable expiration), which could produce quicker value realization compared to time-based vesting, though the absolute size is modest relative to total outstanding shares. Governance-minded shareholders may question fully vested awards for non-executive directors, but the Board frames it as appropriate recognition for prior services and strategic value delivered. In context with the company’s broader shift to equity-based director pay to conserve cash, this award is consistent with recent practice but should be weighed against the company’s dilution plan and governance standards. The Board recommends approval to maintain alignment and reward continued director engagement.

6. 6

   Approval of One-Time Grant of Compensation for Miranda Toledano, Chief Executive Officer and Director

   ManagementBoard: FOR

   Approve a package for CEO Miranda Toledano including a 500,000-option grant at $1.37, a 347,567-RSU grant in lieu of cash bonus, and 72,993 RSUs in lieu of $100,000 of salary, all with specified vesting schedules and Change-in-Control acceleration.

   More detail

   This management proposal requests shareholder approval for a multi-part one-time compensation package for CEO Miranda Toledano: a 500,000-option award (exercise price $1.37) vesting over three years, a 347,567-RSU grant in lieu of a cash bonus vesting quarterly over one year, and 72,993 RSUs in lieu of $100,000 of salary vesting over one year; all awards include customary acceleration upon a Change in Control. Management and the Compensation Committee present these grants as within the company’s compensation policy and consistent with market benchmarks and the company’s cash-conservation approach (using RSUs instead of cash). The awards are explicitly framed as retention and incentive mechanisms tied to long-term shareholder value; a substantial portion is equity-based and therefore ‘at-risk,’ aligning CEO pay with share performance. The magnitude of the grants, particularly the 500,000-option component, represents meaningful potential upside for the CEO and consumes equity plan capacity, which the company addresses via Proposal Seven (plan increase) and Form S-8 registration. Governance considerations include the size and vesting schedule of the option grant, the use of RSUs in lieu of salary, and acceleration on change-in-control events, which may be viewed favorably for retention but warrant scrutiny regarding dilution and pay-for-performance linkage. The Board’s recommendation, benchmarking references and pre-approvals suggest procedural compliance; investors should evaluate these awards against company performance, dilution impact, and the robustness of performance metrics tied to long-term value creation.

7. 7

   Amendment to 2018 Equity Incentive Plan to Increase Shares by 2,500,000

   ManagementBoard: FOR

   Approve an amendment to the 2018 Equity Incentive Plan to add 2,500,000 shares to the plan reserve to ensure sufficient shares are available for future equity grants.

   More detail

   Proposal Seven requests shareholder approval to increase the 2018 Plan reserve by 2,500,000 shares via an amendment effective July 14, 2026; management and the Compensation Committee argue the additional shares are needed because the company has granted more equity than normal (partly to conserve cash) and the remaining reserve would otherwise be insufficient to meet anticipated hiring and incentive needs for the remainder of 2026. The Board evaluated historical grant activity, planned grants (including the director and CEO awards in Proposals 3–6), and forecasted needs and concluded that the pool increase is appropriate to attract and retain talent and support strategic initiatives. From a governance and capital allocation perspective, increasing the share pool is a common but dilutive action that expands the company’s capacity to issue options and RSUs; shareholders should consider the expected use of those shares, vesting conditions, and whether grant practices are disciplined and linked to performance. The company notes that the Plan already contains an annual evergreen provision and prior one-time increases, and this amendment supplements the existing mechanics rather than changing plan governance or key terms. The Board also attached the amendment form as Appendix A for transparency; the Plan remains administered by the Board or its delegate and includes customary change-in-control and adjustment provisions. Investors will weigh the trade-off between short-term dilution and the company’s ability to motivate and retain management and employees critical to executing clinical and strategic milestones; approval supports management’s ability to operate without frequent dilutive approvals but increases potential dilution over time. Overall, the proposal is operationally important to management’s compensation strategy but should be monitored by shareholders through disclosures of grant practices and burn rate going forward.

8. 8

   Amendment to Articles of Association to Increase Authorized Share Capital

   ManagementBoard: FOR

   Approve an amendment to the Articles to increase authorized share capital from 140,010,000 Ordinary Shares to 350,000,000 Ordinary Shares to provide flexibility for future financings, equity compensation and strategic transactions.

   More detail

   This proposal seeks shareholder approval to amend the Articles to increase the company’s authorized share capital to 350,000,000 Ordinary Shares (from 140,010,000), ostensibly to provide flexibility for future financing, equity compensation and strategic transactions without needing frequent charter amendments. Management contends the current number of unissued, unreserved shares (~51.9 million) may constrain the company’s ability to raise capital or grant equity to meet operational needs, particularly given ongoing clinical development and strategic initiatives. The amendment itself does not authorize any immediate issuance; it merely creates headroom that the Board could use subject to applicable laws and Nasdaq rules—therefore it increases the company’s capacity to dilute existing holders in the future if the Board elects to issue shares. Shareholders should consider the potential for increased dilution and the governance implications (e.g., ability to respond quickly to financing needs versus the risk of opportunistic issuance), and whether protections like pre-emptive rights or specified thresholds should accompany such authority; no additional protective measures were proposed in the amendment. The Board believes readiness to execute financing transactions promptly is important for cash management and strategic agility in a pre-commercial biotech context, and therefore recommends approval. Ultimately, approval is a strategic decision balancing liquidity/flexibility needs against dilution risk; shareholders focused on capital structure should monitor subsequent uses of the newly authorized shares and disclosure around any planned issuances.

9. 9

   Advisory Resolution Regarding the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.

   More detail

   This advisory 'say-on-pay' proposal invites shareholders to non-bindingly approve the company’s executive compensation program as disclosed in the proxy statement, including tables and narrative, giving the Board feedback on pay practices. Management argues that compensation is focused on long-term value through a significant equity component, aligns executives with shareholder interests, and is designed to retain senior leadership through competitive market benchmarking the Compensation Committee has undertaken. The advisory nature means the vote will not legally bind the Board, but its outcome will be considered in future compensation decisions and in calibrating the compensation policy reviewed every three years under Israeli law. For 2024–2026 the company has emphasized equity over cash to conserve liquidity, granting RSUs in lieu of cash bonuses and salary portions, and it has adopted clawback and other governance mechanisms (e.g., Compensation Committee oversight) intended to strengthen accountability. Investors evaluating the proposal should weigh whether pay outcomes are commensurate with performance—examining recent TSR, net loss trends, and the structure and magnitude of CEO and NEO awards discussed elsewhere in the proxy—and the extent to which performance metrics or vesting conditions adequately link pay to results. A shareholder 'for' vote signals support for current pay philosophy; a 'against' or 'abstain' can prompt engagement with the Compensation Committee on structure, metrics or magnitude. Given the Board’s stated commitment to review voting results, the advisory vote functions as a governance lever for shareholder influence over future compensation design.

10. 10

    Appointment and Compensation of Independent Registered Public Accountants

    ManagementBoard: FOR

    Ratify the appointment of Kesselman & Kesselman (a PwC member firm) as the company's independent registered public accounting firm for fiscal 2026 and authorize the Board or Audit Committee to set their compensation.

Upcoming shareholder meetings at Entera Bio Ltd’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Entera Bio Ltd 2026 annual meeting?

Entera Bio Ltd (ENTX) holds its 2026 annual shareholder meeting on Tuesday, July 14, 2026.

What is the record date for the Entera Bio Ltd 2026 meeting?

The record date for the Entera Bio Ltd 2026 meeting is Tuesday, May 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Entera Bio Ltd's 2026 meeting?

The board is presenting 3 director nominees at the Entera Bio Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Entera Bio Ltd 2026 meeting?

Shareholders will vote on 10 proposals at the Entera Bio Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.