--- schema_version: "secwatch.filing_event.v1" accession: "0001013762-23-005438" form_type: "8-K" ticker: null cik: "0001600847" company_name: "Gamida Cell Ltd." filed_at: "2023-10-20T23:59:59+00:00" generated_at: "2026-06-09T18:34:02.888495+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.45 calibrated_materiality_score: 0.45 confidence: "high" source: SEC EDGAR --- # Gamida Cell shareholders approve increase in authorized shares to 325M, re-elect directors at 2023 annual meeting ## Summary - Shareholders voted to increase authorized share capital from NIS 2.25M to NIS 3.25M, raising ordinary shares from 225M to 325M. - Elected Kenneth I. Moch (59M for, 10.7M against) and Jeremy Blank (63.8M for, 5.8M against) as Class II directors. - Re-appointed Kost, Forer, Gabbay & Kasierer (EY) as independent auditor for FY2023. - Approved amendments to compensation policy, CEO compensation package, and non-executive director compensation. - All six proposals passed; 68.77% of outstanding shares were represented at the meeting. ## SEC filing metadata - accession: 0001013762-23-005438 - form_type: 8-K - cik: 0001600847 - company_name: Gamida Cell Ltd. - filed_at: 2023-10-20T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.45 - calibrated_materiality_score: 0.45 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1600847/000101376223005438/0001013762-23-005438-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1600847/000101376223005438/ea187071-8k_gamida.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001013762-23-005438 - JSON: https://secwatch.observer/filing/0001013762-23-005438.json - Plain text: https://secwatch.observer/filing/0001013762-23-005438.txt ## Key facts - Governance Changes Gamida Cell Ltd.: Increased authorized share capital from NIS 2,250,000 divided into 225,000,000 ordinary shares to NIS 3,250,000 divided into 325,000,000 ordinary shares (effective 2023-10-19). - Change: charter amendment - Effective: 2023-10-19 source text: the Company’s shareholders approved an amendment to the Company’s Articles of Association (the “ Articles ”), effective upon approval, to increase the Company’s authorized share capital from NIS 2,250,000, divided into 225,000,000 ordinary shares, to NIS 3,250,000, divided into 325,000,000 ordinary shares. evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000101376223005438/0001013762-23-005438-index.htm - Shareholder Votes Gamida Cell Ltd. shareholders approved To approve amendments to the non-executive directors' compensation at the 2023-10-19 meeting. - Outcome: passed - Meeting: 2023-10-19 source text: Proposal No. 5 : To approve amendments to the non-executive directors' compensation. The votes were cast as follows: Votes For Votes Against Abstained Amended Non-Executive Directors' Compensation 52,101,866 15,806,811 2,334,528 Broker Non-Votes: 19,950,804 The proposal passed. evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000101376223005438/0001013762-23-005438-index.htm - Shareholder Votes Gamida Cell Ltd. shareholders approved To elect each of Mr. Kenneth I. Moch and Mr. Jeremy Blank to serve as a Class II director of the Company at the 2023-10-19 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-10-19 source text: Proposal No. 1 : To elect each of Mr. Kenneth I. Moch and Mr. Jeremy Blank to serve as a Class II director of the Company, and to hold office until the close of business of the annual general meeting of shareholders to be held in 2026 and until their respective successors are duly elected and qualified, or until such individual's earlier resignation or retirement. The votes were cast as follows: Name Votes For Votes Against Abstained Kenneth I. Moch 59,005,888 10,708,288 529,029 Jeremy Blank 63,823,129 5,788,112 631,964 Broker Non-Votes: 19,950,804 Both nominees were elected. evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000101376223005438/0001013762-23-005438-index.htm - Shareholder Votes Gamida Cell Ltd. shareholders approved To approve the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, as the Company's independent auditors for the fiscal year ending December 31, 2023 at the 2023-10-19 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-10-19 source text: Proposal No. 2 : To approve the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, as the Company's independent auditors for the fiscal year ending December 31, 2023, and its service until the annual general meeting of shareholders to be held in 2024. The votes were cast as follows: Votes For Votes Against Abstained Ratification of Appointment of Auditors 84,569,847 4,789,244 834,918 Broker Non-Votes: None. The proposal passed. evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000101376223005438/0001013762-23-005438-index.htm - Shareholder Votes Gamida Cell Ltd. shareholders approved To approve an amendment to the Company's compensation policy for its office holders at the 2023-10-19 meeting. - Outcome: passed - Meeting: 2023-10-19 source text: Proposal No. 3 : To approve an amendment to the Company's compensation policy for its office holders. The votes were cast as follows: Votes For Votes Against Abstained Amendment to the Company's Compensation Policy for its office holders 51,353,573 16,254,356 2,635,276 Broker Non-Votes: 19,950,804 As required by Israeli law, Proposal 3 was also approved by shareholders holding a majority of the ordinary shares voted on such proposal (excluding abstentions) who affirmatively confirmed that they were non-controlling shareholders and did not have a personal interest in such proposal. The proposal passed. evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000101376223005438/0001013762-23-005438-index.htm - Shareholder Votes Gamida Cell Ltd. shareholders approved To approve compensation terms and equity awards for Abigail Jenkins, the Company's Director, President and Chief Executive Officer at the 2023-10-19 meeting. - Outcome: passed - Meeting: 2023-10-19 source text: Proposal No. 4 : To approve compensation terms and equity awards for Abigail Jenkins, the Company's Director, President and Chief Executive Officer. The votes were cast as follows: Votes For Votes Against Abstained CEO Compensation Package and Special Bonus 51,835,171 16,019,623 2,388,411 Broker Non-Votes: 19,950,804 The proposal passed. evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000101376223005438/0001013762-23-005438-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.