Protalix Biotherapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to serve for one-year terms until successors are elected and qualified.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

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

   More detail

   The proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation disclosures and overall compensation decisions for Named Executive Officers as detailed in the proxy statement. Management seeks this vote to obtain shareholder feedback and demonstrate support for its pay practices; the outcome will not be binding but will be considered by the Board and Compensation Committee when setting future pay. The company frames its compensation program as pay-for-performance, aligning incentives to long-term shareholder value, with a mix of base salary, discretionary bonuses tied to corporate and strategic milestones, and equity grants under its stock incentive plan; it highlights recent grants, retention awards, and change-in-control protections. The Board recommends FOR, arguing that the program is competitive, aligns pay with performance, and supports retention. Key context includes recent equity awards, accelerated vesting on change-in-control, and the company’s transition of strategic focus to PRX-115 and commercialization support for pegunigalsidase alfa. Potential investor concerns include discretionary bonus decisions, change-in-control payouts, and the scale of equity grants relative to shareholder dilution; however, the company emphasizes transparency and historical performance considerations in its recommendations.

3. 3

   Approval of the Amended and Restated 2006 Stock Incentive Plan

   ManagementBoard: FOR

   Approve amendment and restatement of 2006 Stock Incentive Plan to increase shares reserved under the Plan by 3,500,000 to 20,975,171 and amend certain other terms including extending the termination date.

   More detail

   This management proposal requests shareholder approval to amend and restate the company’s long-standing 2006 Stock Incentive Plan to add 3.5 million shares, increasing the reserve to 20,975,171 shares, remove the Section 162(m) provision, and extend the plan termination date (now to April 23, 2036). Management argues this increase is necessary to continue attracting, retaining, and motivating employees, directors, and consultants through equity-based compensation, maintain competitive pay practices, and support long-term alignment with stockholders. The amendment’s context includes existing outstanding awards (8,274,278 options) and only ~2.09 million shares available under the current cap — leaving limited headroom for future grants. The Board unanimously approved the amendment, recommending a FOR vote due to anticipated talent needs and the importance of equity incentives for pipeline development and commercialization efforts. Analysts should consider potential dilution (additional ~3.5M shares), the accounting and equity-overhang implications, and the governance changes (removal of 162(m) provisions, extended term) which may affect tax deductibility and compensation governance norms. The plan’s detailed provisions on vesting, change-in-control acceleration, and Israeli tax-compliant mechanisms are included in Appendix A; the amendment preserves board discretion on grant timing and award types. Risks include shareholder dilution, re-pricing or exchange mechanics, and whether equity remains the most efficient retention tool; benefits are continued ability to grant meaningful equity to support R&D and commercial objectives. The Board’s recommendation is FOR with rationale centered on talent retention and operational flexibility.

4. 4

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify selection of Kesselman & Kesselman (a member of PwC network) as independent auditors for fiscal year ending December 31, 2026.

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When is the Protalix Biotherapeutics Inc 2026 annual meeting?

Protalix Biotherapeutics Inc (PLX) holds its 2026 annual shareholder meeting on Thursday, June 25, 2026.

What is the record date for the Protalix Biotherapeutics Inc 2026 meeting?

The record date for the Protalix Biotherapeutics Inc 2026 meeting is Thursday, April 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Protalix Biotherapeutics Inc's 2026 meeting?

The board is presenting 8 director nominees at the Protalix Biotherapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Protalix Biotherapeutics Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Protalix Biotherapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.