Biomx Inc

This management proposal asks shareholders to approve the BiomX Inc. 2026 Equity Incentive Plan, which would create an initial share reserve of 1,390,000 shares and include an evergreen mechanism that automatically increases the plan pool each January 1 by 4% of outstanding shares for ten years. Management is seeking approval to replace the Prior Plan and to provide the board and its delegated Compensation Committee with authority to grant a variety of equity awards (ISOs, NQSOs, SARs, restricted stock, RSUs, performance awards, and other stock-based awards) to employees, directors, consultants and contractors to support recruitment, retention and alignment with long-term shareholder interests. Key governance protections include minimum one-year vesting (with a 5% carve-out), prohibition on repricing options or SARs without shareholder approval, double-trigger change-in-control acceleration, Section 409A compliance language, and clawback/recoupment provisions. The plan contains standard tax and exercise-price provisions (options/SARs at 100% of fair market value, 110% for ISOs to Ten Percent Stockholders), a ten-year term for awards, and a plan termination date ten years after the Effective Date. The Board frames the request as material to the company’s strategic repositioning and recent leadership transitions, and notes that shareholder approval is required by NYSE American listing rules. If approved, awards under the new plan will be within the discretion of the Plan Administrator and future grants are not pre-determined; this creates potential dilution risk tied to the evergreen mechanism and future grant practices. The Board recommends a FOR vote, arguing the plan is necessary to align incentives of new management and key personnel with stockholders, while preserving anti-dilution adjustments and limits on repricing; investors should weigh the benefits of retention and alignment against potential dilution from the 1.39M initial reserve plus annual increases over the next decade.

This management proposal requests shareholder authorization to permit the meeting to be adjourned, if necessary, to allow additional solicitation of proxies to obtain the votes required to approve Proposal 1 (the 2026 Plan). The adjournment proposal does not change the substance of Proposal 1 but is a procedural measure to ensure the Board has the ability to continue soliciting votes if the initial vote is insufficient. Management is asking shareholders to empower the proxies named on the card to vote to adjourn the meeting to another time and place to continue solicitation, including contacting shareholders who previously voted. The vote required is a majority of shares present or represented at the meeting, so approval of this adjournment option gives the Board a standard tool to manage meeting logistics in the event of an initial shortfall. The Board recommends a FOR vote because approval preserves the company’s flexibility to secure sufficient support for the equity plan without relitigating the underlying substance. From a governance perspective, the adjournment proposal is common and typically considered neutral; however, if the company uses adjournments to pressure dissenting holders it could raise investor concern. Investors should view this proposal primarily as a procedural device that facilitates orderly solicitation rather than as a substantive corporate action.