---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-124996"
form_type: "8-K"
ticker: "DRIO"
cik: "0001533998"
company_name: "DarioHealth Corp."
filed_at: "2023-12-11T23:59:59+00:00"
generated_at: "2026-06-07T14:51:46.895903+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# DarioHealth annual meeting results: directors elected, say-on-pay approved, frequency set to 3 years

## Summary
- All seven director nominees elected with majority support; Hila Karah received 10,656,884 votes for.
- Ratification of Ernst & Young as auditor passed with 17,523,243 votes for, 497,398 against.
- Issuance of dividend shares to Series B-2 preferred holders approved (12,283,574 for, 230,691 against).
- Advisory vote on named executive officer compensation passed with 8,934,199 for (75% of votes cast).
- Stockholders selected three years as frequency for future say-on-pay votes (5,949,982 votes for 3 years).

## SEC filing metadata
- accession: 0001104659-23-124996
- form_type: 8-K
- ticker: DRIO
- cik: 0001533998
- company_name: DarioHealth Corp.
- filed_at: 2023-12-11T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1533998/000110465923124996/0001104659-23-124996-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1533998/000110465923124996/tm2332605d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-124996
- JSON: https://secwatch.observer/filing/0001104659-23-124996.json
- Plain text: https://secwatch.observer/filing/0001104659-23-124996.txt

## Key facts
- Shareholder Votes
  DarioHealth Corp. shareholders approved Advisory Vote on the Compensation of the Company's Named Executive Officers at the 2023-12-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-12-11
  source text: The stockholders approved the compensation of the Company's named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533998/000110465923124996/0001104659-23-124996-index.htm
- Shareholder Votes
  DarioHealth Corp. shareholders approved Election of Directors at the 2023-12-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-12-11
  source text: The stockholders elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533998/000110465923124996/0001104659-23-124996-index.htm
- Shareholder Votes
  DarioHealth Corp. shareholders approved Issuance of Dividend Shares to Holders of Series B-2 Convertible Preferred Stock at the 2023-12-11 meeting.
  - Outcome: passed
  - Meeting: 2023-12-11
  source text: The stockholders approved the issuance of certain dividend shares to executives and officers of the Company that hold Series B-2 Convertible Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533998/000110465923124996/0001104659-23-124996-index.htm
- Shareholder Votes
  DarioHealth Corp. shareholders approved Frequency of Advisory Vote on the Compensation of the Company's Named Executive Officers at the 2023-12-11 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-12-11
  source text: The stockholders approved three (3) years as the frequency to hold a non-binding, advisory vote relating to the compensation of the Company's named executive officers. The votes were as follows: One Year Two Years Three Years Abstain Broker Non-Votes 5,770,310 116,872 5,949,982 689,529 5,555,024
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533998/000110465923124996/0001104659-23-124996-index.htm
- Shareholder Votes
  DarioHealth Corp. shareholders approved Ratification of Auditors at the 2023-12-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-12-11
  source text: The stockholders ratified the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533998/000110465923124996/0001104659-23-124996-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.
