Entera Bio Ltd

1. 1

   Approval of an Amendment to the Company’s 2018 Equity Incentive Plan

   ManagementBoard: FOR

   Approve a one-time increase of 13,937,915 Ordinary Shares available for issuance under the 2018 Equity Incentive Plan, primarily to support equity awards following the private placement and future hiring and retention needs.

   More detail

   Proposal One asks shareholders to approve an amendment to Entera’s 2018 Equity Incentive Plan that would add 13,937,915 Ordinary Shares to the plan reserve. The requested increase follows the July 2026 private placement, which materially expanded the Company’s share capital and financing resources. Management also ties the request to the one-time equity awards submitted in Proposals Two through Five. Entera states that only 3,087,230 shares remained available under the plan as of September 14, 2026, making the existing reserve insufficient for anticipated needs. The additional capacity is intended to support recruitment, retention and incentives for employees, officers, directors and consultants as the Company advances EB613 into a Phase 3 registrational program. The proposal would operate alongside the plan’s existing evergreen provision and prior one-time increases. Management argues that equity awards align recipients’ interests with shareholders by providing ownership exposure to future Company performance. The Board recommends a vote FOR because it views the increase as necessary to maintain competitive equity capacity and support the Company’s next stage of development.

2. 2

   Approval of a One-Time Equity Grant to Miranda Toledano, Chief Executive Officer and Director

   ManagementBoard: FOR

   Approve a one-time grant to the CEO of 3,351,790 options and 3,351,790 RSUs, subject to shareholder and plan- amendment approval, intended to restore her fully diluted ownership to 4.57%.

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   Proposal Two asks shareholders to approve a one-time equity award for Miranda Toledano, Entera’s Chief Executive Officer and a director. The award consists of 3,351,790 stock options with a $2.96 exercise price and 3,351,790 restricted share units. The grant was structured after the July 2026 private placement to restore the CEO’s fully diluted ownership to 4.57%, her approximate pre-closing percentage. The options vest over three years, while the RSUs vest quarterly over one year, subject to continued service. Both award components receive full acceleration upon a qualifying change in control if Ms. Toledano remains in service at closing. The award is conditional on shareholder approval, approval of the 2018 Plan amendment and an S-8 registration statement. Management argues that the grant is a long-term retention and incentive mechanism tied to shareholder value and the execution of the EB613 Phase 3 program. The Board recommends FOR, citing Ms. Toledano’s contributions, the competitive market for clinical-stage biotechnology CEOs and the need to align her incentives with shareholders.

3. 3

   Approval of a One-Time Equity Grant to Dana Yaacov-Garbeli, Chief Financial Officer

   ManagementBoard: FOR

   Approve a one-time grant to the CFO of options to purchase 1,595,260 Ordinary Shares at $2.96 per share, intended to restore her fully diluted ownership to 1.09%.

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   Proposal Three asks shareholders to approve a one-time equity grant for Dana Yaacov-Garbeli, Entera’s Chief Financial Officer. The award consists of options to purchase 1,595,260 Ordinary Shares at an exercise price of $2.96 per share. The number of options was calculated to restore the CFO’s fully diluted ownership percentage to the level held immediately before the private placement. If approved, management states that the award would restore her ownership to 1.09% on a fully diluted basis. The options vest over three years, with one-third vesting after the first year and the balance vesting quarterly over the following two years. Unvested options would fully accelerate upon a qualifying change in control if Ms. Yaacov-Garbeli continues providing services at closing. The grant is subject to approval of this proposal, the 2018 Plan amendment and an S-8 registration statement. The Board recommends FOR because it believes the grant supports long-term retention, incentive alignment and the Company’s post-financing development objectives.

4. 4

   Approval of a One-Time Equity Grant to Hillel Galitzer, Chief Operating Officer

   ManagementBoard: FOR

   Approve a one-time grant to the COO of options to purchase 1,950,925 Ordinary Shares at $2.96 per share, intended to restore his fully diluted ownership to 1.33%.

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   Proposal Four asks shareholders to approve a one-time equity grant for Hillel Galitzer, Entera’s Chief Operating Officer. The proposed award consists of options to purchase 1,950,925 Ordinary Shares at an exercise price of $2.96 per share. The award size was calculated to restore Mr. Galitzer’s fully diluted ownership percentage to his pre-private-placement level. Management states that approval would restore his ownership to 1.33% on a fully diluted basis. The options vest over three years, beginning with one-third on September 16, 2027 and continuing through quarterly installments until September 16, 2029. The options would fully accelerate upon a qualifying change in control if Mr. Galitzer remains in service at consummation. The award depends on shareholder approval, the proposed plan amendment and registration of the underlying shares on Form S-8. The Board recommends FOR, viewing the grant as a retention and incentive tool that aligns the COO with shareholders while supporting execution of the Company’s expanded clinical and operational plans.

5. 5

   Approval of a One-Time Equity Grant to Gregory Burshtein, Chief of Research and Development

   ManagementBoard: FOR

   Approve a one-time grant to the Chief of Research and Development of options to purchase 1,540,754 Ordinary Shares at $2.96 per share, intended to restore his fully diluted ownership to 1.05%.

   More detail

   Proposal Five asks shareholders to approve a one-time equity grant for Gregory Burshtein, Entera’s Chief of Research and Development. The proposed grant consists of options to purchase 1,540,754 Ordinary Shares at an exercise price of $2.96 per share. The award was sized to restore Mr. Burshtein’s fully diluted ownership percentage to his level immediately before the private placement. Management states that approval would restore his ownership to 1.05% on a fully diluted basis. The options vest over three years, with one-third vesting on September 16, 2027 and the remainder vesting quarterly through September 16, 2029. A qualifying change in control would fully accelerate the unvested options if Mr. Burshtein remains in service at closing. The grant is conditional on shareholder approval, approval of the 2018 Plan amendment and filing of an S-8 registration statement. The Board recommends FOR because it believes the award will retain and motivate the R&D leader and align his incentives with the Company’s shareholders and development program.

6. 6

   Approval of an Amended and Restated Compensation Policy

   ManagementBoard: FOR

   Approve an amended and restated directors and officers compensation policy that updates compensation parameters and aligns the framework with market benchmarks for clinical-stage biopharmaceutical companies.

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   Proposal Six asks shareholders to approve an amended and restated compensation policy for Entera’s directors and officers. The policy is a prospective framework under Israeli law governing compensation components, approval processes and limits rather than a direct grant of compensation. Management says independent surveys by Aon and Deloitte Israel found that many executive compensation levels, especially equity awards, were below relevant peer-group benchmarks. The proposed policy is intended to remain effective for three years, or longer if permitted by Israeli law. It updates parameters for salaries, annual and special bonuses, equity compensation, benefits, termination arrangements and director compensation. The policy permits annual equity compensation up to 45 monthly base salaries for the CEO and 40 monthly base salaries for other officers, with full-value awards subject to specified counting rules. It also preserves governance mechanisms involving the Compensation Committee, Board and shareholders, as well as clawback, anti-hedging and anti-pledging provisions. Management argues that greater flexibility and market alignment are necessary after the transformational financing and as Entera prepares for Phase 3 development. The Board recommends FOR because it believes the revised framework will improve recruitment, retention and alignment with long-term shareholder value.

7. 7

   Approval of the Amended Terms of Compensation of the Company’s Non-Executive Directors

   ManagementBoard: FOR

   Approve revised non-executive director compensation effective October 1, 2026, including higher board and committee fees, annual options with up to $86,000 fair value, and new-director options with up to $130,000 fair value.

   More detail

   Proposal Seven asks shareholders to approve amended compensation terms for Entera’s non-executive directors effective October 1, 2026. Each non-executive director would receive an annual board fee of $40,000, while the Board chair would receive $80,000. Additional annual committee fees would range from $5,000 to $8,000 for members and from $10,000 to $15,000 for committee chairs, depending on the committee. Each non-executive director would also receive annual options with fair market value of up to $86,000, vesting quarterly over one year. New directors joining after September 16, 2026 would receive a one-time option grant with fair market value of up to $130,000, vesting over three years. The proposed options would fully accelerate upon a change in control, subject to the plan terms. Management relies on an Aon survey indicating that the equity component of current director compensation is below peer-company benchmarks. The Board argues that competitive compensation is important for attracting directors with specialized biotechnology, governance and strategic expertise as Entera enters Phase 3 development. The Board recommends FOR, while stating that existing compensation would remain in place if shareholders reject the proposal.

8. 8

   Approval of Extension of the Post-Termination Exercise Period for Officers and Directors

   ManagementBoard: FOR

   Approve extending the exercise period for vested options held by officers and directors from three months after termination to the earlier of five years after termination or the option’s original expiration date.

   More detail

   Proposal Eight asks shareholders to extend the post-termination exercise period for vested options held by Entera’s officers and directors. Under the existing agreements, vested options generally must be exercised within three months after termination other than in specified circumstances. The proposed amendment would permit exercise until the earlier of five years after termination or the option’s original expiration date. The change would apply retroactively to previously granted options, to options granted under the Special Meeting proposals and to future options held by office holders. It would not accelerate vesting, modify exercise prices, increase the number of reserved shares or extend an option’s original term. The Board argues that the current 90-day window can force premature exercise or forfeiture before long-term clinical and regulatory milestones are realized. Management also cites competitive practices at other Israeli public companies and the long-duration value-creation cycle of biotechnology businesses. The extended period is intended to improve retention and preserve a meaningful equity connection after departure. The Board recommends FOR because it considers the change appropriate, shareholder-aligned and non-dilutive beyond existing awards.

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When is the Entera Bio Ltd 2026 special meeting?

Entera Bio Ltd (ENTX) holds its 2026 special shareholder meeting on Tuesday, November 24, 2026.

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

The record date for the Entera Bio Ltd 2026 meeting is Thursday, October 1, 2026. Shareholders of record on or before that date are eligible to vote.

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

Shareholders will vote on 8 proposals at the Entera Bio Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.