Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

As further described in Item 5.07 below, on December 30, 2021, at the 2021 annual meeting of stockholders (the "Annual Meeting") of My Size, Inc. (the "Company") the Company's stockholders approved an amendment to the My Size, Inc. 2017 Equity Incentive Plan ("2017 Plan") to increase the shares reserved for issuance under the 2017 Plan from 1,450,000 to 5,770,000 shares (the "2017 Plan Amendment"). The 2017 Plan Amendment was previously adopted by the Company's board of directors subject to stockholder approval. The 2017 Plan and the 2017 Plan Amendment are described in greater detail in the Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission ("SEC") on December 6, 2021 (the "Proxy Statement"), under the caption "Approval of an Amendment to the My Size, Inc. 2017 Equity Incentive Plan to Increase the Reservation of Common Stock for Issuance Thereunder to 5,770,00 Shares From 1,450,000 Shares," which disclosure is incorporated herein by reference. The description of the 2017 Plan as amended by the 2017 Plan Amendment contained in the Proxy Statement is qualified in its entirety by reference to the full text of the 2017 Plan as amended by the 2017 Plan Amendment, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 30, 2021, the Company held its Annual Meeting for the following purposes: (1) to elect five directors, (2) to approve the Company's Stockholder Rights Plan, (3) to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to classify the board of directors into three classes with staggered three-year terms, (4) to approve an amendment to the Company's Certificate of Incorporation to increase the authorized number of shares of the Company's Common Stock from 100,000,000 shares to 250,000,000 shares, (5) to approve an amendment to the 2017 Plan to increase the reservation of common stock for issuance thereunder to 5,770,000 shares from 1,450,000 shares, and (6) to ratify the appointment of Somekh Chaikin as the Company's independent public accountant for the fiscal year ending December 31, 2021. A total of 15,988,761 shares of common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. With the exception of Proposal 3, all matters submitted to a vote of the Company's stockholders at the Annual Meeting were approved and the director nominees were elected.

On November 4, 2021, the Company entered into a settlement agreement with David Lazar and certain affiliates and director nominees. A description of the settlement is included in the Proxy Statement under the caption "Certain Relationships and Related Transactions, and Director Independence - Settlement Agreement with Lazar Parties" which disclosure is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the settlement agreement, a copy of which is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 5, 2021 and is incorporated herein by reference.

Set forth below are the matters acted upon by the Company's stockholders at the Annual Meeting and the final voting results on each such matter.

Proposal 1. Election of five directors to serve on the Company's board of directors until the 2022 annual meeting of stockholders or until their successors are elected and qualified:





                                                  Broker
Nominee              For          Withheld       Non-Votes
Ronen Luzon        11,850,411       627,673       3,510,675
Arik Kaufman       11,918,868       559,216       3,510,675
Oren Elmaliah      11,923,419       554,665       3,510,675
Oron Braniztky     11,922,276       555,808       3,510,675
Guy Zimmerman      11,922,109       555,975       3,510,675

Proposal 2. Approval of the Company's Stockholder Rights Plan:





                                              Broker
    For           Against      Abstain       Non-Votes
  11,804,571       579,135       94,378       3,510,675

Proposal 3. Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to classify the board of directors into three classes with staggered three-years terms.

The information set forth in Item 8.01 of this Current Report is incorporated into this Item 5.07 by reference.

Proposal 4. Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company's Common Stock from 100,000,000 shares to 250,000,000 shares:





                                                Broker
    For            Against       Abstain       Non-Votes
  14,373,846       1,577,290       37,623             0

Proposal 5. Approval of an amendment to the My Size 2017 Equity Incentive Plan to increase the reservation of common stock for issuance thereunder to 5,770,000 shares from 1,450,000 shares:





                                              Broker
    For           Against      Abstain       Non-Votes
  11,645,126       821,103       11,857       3,510,675

Proposal 6. Ratification of the appointment of Somekh Chaikin as the Company's independent public accountant for the fiscal year ending December 31, 2021:





                                                Broker
    For            Against       Abstain       Non-Votes
  14,868,445       1,045,986       74,330             0

Item 8.01 Other Events.

With respect to Proposal 3 regarding the amendment to the Company's Amended and Restated Certificate of Incorporation to classify the board of directors into three classes with staggered three-year terms, the Annual Meeting was adjourned to January 6, 2022, at 10:00 a.m. Eastern Time. The adjourned Annual Meeting will be held at the Offices of Barnea Jaffa Lande & Co Law Offices, located at 58 HaRakevet Street, Tel Aviv 6777016, Israel. The purpose of the adjournment is to allow additional time for the Company's stockholders to vote on Proposal 3.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits

10.1 My Size, Inc. Amendment to the My Size, Inc. 2017 Equity Plan

(incorporated by reference to Appendix D to the Company's definitive proxy

statement filed with the SEC on December 6, 2021).

104 Cover Page Interactive Data File (formatted as Inline XBRL).

© Edgar Online, source Glimpses