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


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On June 29, 2020, Pluristem Therapeutics Inc., or the Company, held its 2020 Annual Meeting of Stockholders, or the 2020 Annual Meeting. As a result of the voting outcome from the 2020 Annual Meeting, on June 30, 2020, each of Israel Ben-Yoram and Nachum Rosman notified the Company of their decision to resign as members of the Board of Directors, or the Board, effective immediately. At the time of their respective resignations, Mr. Ben-Yoram was an independent director and member of the Audit Committee and Compensation Committee of the Board and Mr. Rosman was an independent director and member of the Audit Committee, Compensation Committee and Nominating Committee of the Board. Messers. Ben-Yoram and Rosman's resignations as members of the Board also constitute their resignations as members of each of these committees. Messers. Ben-Yoram and Rosman's resignations were not because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On July 1, 2020, the Board determined that Ms. Moria Kwiat is deemed to be an independent board member. In addition, the Board appointed Ms. Kwiat and Isaac Braun to serve on the Audit Committee, determined that Mr. Doron Shorrer is an Audit Committee financial expert and appointed Mr. Braun to serve on the Compensation Committee.

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

On June 29, 2020, the Company held its 2020 Annual Meeting. The results of stockholder voting at the 2020 Annual Meeting are set forth below:

Proposal No. 1 - Election of Directors

The stockholders elected the following individuals as directors of the Company to hold office until the next annual meeting of shareholders and until their successors shall have been duly elected and qualified.





Director Name          For           Against        Abstain       Broker Non-Votes
Zami Aberman         8,167,258         361,167       307,042              6,456,332

Israel Ben-Yoram     4,215,733       4,275,971       343,763              6,456,332

Isaac Braun          6,414,658       2,048,654       372,155              6,456,332

Mark Germain         7,469,663       1,007,974       357,830              6,456,332

Moria Kwiat          4,468,602       4,040,858       326,007              6,456,332

Nachum Rosman        4,086,923       4,348,209       403,335              6,456,332

Doron Shorrer        7,507,612         975,853       352,002              6,456,332

Yaky Yanay           8,573,449         108,182       153,836              6,456,332

Proposal No. 2 - Ratification of the selection of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as independent registered public accounting firm of the Company for the fiscal year ending June 30, 2020.





    For          Against       Abstain      Broker Non-Votes
  14,974,301       60,480       257,018              N/A

Proposal No. 3 - Approval of an amendment to the Articles of Incorporation of the Company to increase the number of authorized shares of common stock.





    For            Against        Abstain      Broker Non-Votes
  13,454,863       1,643,834       193,102              N/A

The results reported above are final voting results.





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