Lifeward Ltd

Proposal 2 asks shareholders to elect Ariel Kallner as the Company’s second external director for a three-year term beginning November 11, 2026, and to approve his compensation. The election is prompted by the Company’s return to the Israeli Companies Law requirement to maintain two external directors after Oramed became its controlling shareholder. Lifeward currently has only one external director, Moshe Rozenbaum, following William Mark Sigsbee’s resignation. The Company describes Kallner as a former and then-current Member of the Knesset whose experience includes legislation, parliamentary oversight, public policy, strategic risk assessment, and business development. The Board determined that he satisfies the statutory external-director standards and Nasdaq independence requirements, including the relevant audit and compensation committee standards. The proposed compensation includes regulatory fixed cash fees and initial and annual RSU awards. Approval requires both an ordinary majority and the Israeli-law special majority excluding controlling shareholders and interested shareholders, or satisfying the alternative two-percent opposition test. The Board recommends voting FOR because it believes Kallner is qualified, independent, financially and accounting-experienced, and necessary to restore the required external-director composition.

Proposal 3 asks shareholders to approve equity-only compensation for current and future non-executive directors other than external directors and directors who are Company employees. The proposed program would replace cash retainers, meeting fees, and committee fees with annual RSU awards. Each eligible director would receive RSUs valued at $72,570 on the grant date, while the Board chair would receive 200% of that amount. Awards would vest in four equal quarterly installments beginning three months after grant, subject to continued service and change-of-control acceleration under the proposed compensation policy. The number of RSUs would be based on the Nasdaq closing price on the grant date and rounded down to a whole share. Management is seeking approval because it wants to conserve the Company’s cash reserves during a period of financial and strategic transition. The proposal also aims to strengthen alignment between directors and shareholders by increasing equity exposure. Approval requires both an ordinary majority and the Israeli-law special majority. The Board recommends FOR, stating that the arrangement is consistent with the proposed compensation policy and supports retention and long-term alignment.

Proposal 4 asks shareholders to approve the compensation payable to Josh Hexter as Lifeward’s Interim Chief Executive Officer. Hexter was appointed effective September 1, 2026 after Mark Grant’s departure, and he continues to serve Oramed, Lifeward’s controlling shareholder, in a substantially reduced capacity. His employment agreement provides for a gross monthly base salary of NIS 100,000, or NIS 1.2 million annualized. He is eligible for a discretionary annual performance bonus subject to Board approval and the Company’s compensation policies. The agreement also provides customary Israeli employee benefits, indemnification and D&O insurance, plus either a company car or a NIS 5,000 monthly commuting allowance. The Board may, subject to required approvals, grant performance RSUs or other equity awards, although none had been approved or granted as of September 15, 2026. Either party may terminate employment on 60 days’ notice, subject to the agreement’s probationary-period provisions and applicable law. The Board states that the package reflects Hexter’s life-sciences leadership experience, the scope of the interim role, and the need for an orderly transition. Approval requires both an ordinary majority and the Israeli-law special majority, and the Board recommends FOR.

Proposal 5 asks shareholders to authorize the issuance of ordinary shares upon conversion of specified senior secured convertible notes and exercise of related warrants, including issuances above the Nasdaq Exchange Cap. The securities arose from a July 2026 financing involving $5.58 million of Initial Notes and accompanying Initial Warrants, together with amended and restated instruments issued under an earlier transaction. The notes initially convert at $5.40 per share and the warrants initially have a $5.40 exercise price, subject to adjustments. Nasdaq’s rules require shareholder approval when a non-public transaction may produce at least 20% dilution at a price below the applicable Minimum Price. The Company states that Nasdaq attributes value to the warrants, causing the financing to fall below the Minimum Price for purposes of Rule 5635(d). Without approval, issuances would be limited to 565,389 shares, approximately 19.99% of shares outstanding at the transaction date. Management warns that full conversion and exercise could produce substantial dilution, including approximately 2.07 million shares from the Initial Notes and Initial Warrants before accrued interest and beneficial-ownership limits. Approval would remove the Exchange Cap and permit the financing securities to be converted or exercised without that limitation. The Board recommends FOR because approval is needed to comply with the financing documents and Nasdaq requirements and to permit the Company to access the full securities arrangement.

Proposal 6 asks shareholders to renew Lifeward’s compensation policy for officers and directors for three years. Israeli law requires the policy to be reviewed and renewed at least once every three years and requires approval by the compensation committee, Board, and shareholders in that order. The prior policy was approved in September 2023, so renewal is necessary to maintain an effective policy framework. The proposed policy contains no material amendments other than technical and non-material changes. It governs base salary, benefits, bonuses, equity awards, termination arrangements, insurance, indemnification, and director compensation. The policy emphasizes pay for performance, long-term shareholder alignment, risk management, and retention of qualified executives and directors. It sets ceilings for bonuses and equity awards, permits change-of-control severance, and includes clawback provisions for material financial restatements. Management states that the absence of material changes is particularly appropriate after the recent change in control and given the Company’s resources and needs. Approval requires both an ordinary majority and the Israeli-law special majority, although the Compensation Committee and Board may later approve the policy with detailed reasoning if shareholders reject it. The Board recommends FOR.

Proposal 8 is the Company’s non-binding say-on-pay vote on compensation paid or awarded to named executive officers. Shareholders are asked to approve the compensation disclosed under Item 402 of Regulation S-K, including the compensation tables and related narrative discussion. Management argues that the program is competitive for similarly sized and complex companies and is designed to align executives with long-term shareholder interests. The program includes salary, bonuses, equity awards, benefits, and contractual severance arrangements. The Company describes a performance-based culture in which variable compensation is linked to corporate and individual objectives. The proposal follows shareholder approval of the prior year’s say-on-pay vote, which received 1,129,220 votes for and 658,819 votes against, with 26,986 abstentions. The Board and Compensation Committee therefore concluded that no specific changes were required in response to the prior vote. The vote is advisory and does not bind the Company or Board, but the Compensation Committee will consider the results in future compensation decisions. Approval requires an ordinary majority of votes cast. The Board recommends FOR.

Proposal 9 asks shareholders to recommend how frequently future advisory votes on named executive officer compensation should occur. The choices are every year, every two years, every three years, or abstention. The vote is required at least once every six years under Section 14A of the Exchange Act and is non-binding. The Board recommends an annual say-on-pay vote, consistent with its existing practice following the 2020 shareholder frequency recommendation. Management believes annual voting gives shareholders regular input into executive compensation. It also believes a one-year cycle gives the Board enough time to consider voting results and implement changes while allowing investors to evaluate compensation against business outcomes. The final decision remains with the Board and its committees, regardless of the advisory result. Proxies without voting instructions will be voted for every year to the extent permitted. The frequency receiving the greatest number of votes cast will be treated as the shareholders’ recommended frequency. The Board recommends FOR “EVERY YEAR.”