Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): May 20, 2024

   

JFrog Ltd.

(Exact name of Registrant as Specified in Its Charter)


Israel	001-39492	98-0680649
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

270 E. Caribbean Drive
Sunnyvale, California		94089
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (408) 329-1540

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, NIS 0.01 par value	FROG	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(a) On May 20, 2024, JFrog Ltd. (“JFrog” or the “Company”) held an annual general meeting of shareholders (the “Annual General Meeting”) at the Company’s offices at 270 E. Caribbean Drive, Sunnyvale, California 94089. As of the close of business on April 10, 2024, the record date for the Annual General Meeting (the “Record Date”), there were 108,344,290 ordinary shares of JFrog issued and outstanding and entitled to vote at the Annual General Meeting. As of the Record Date, there were no preferred shares of JFrog issued and outstanding. At least 33⅓% of the voting rights in the issued JFrog share capital were present or represented at the Annual General Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal.

(b) The certified results of the matters voted on at the Annual General Meeting which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2024 (the “Proxy Statement”) are set forth below.

Proposal No. 1 – Re-election of each of Shomi Ben Haim, Jessica Neal, and Yvonne Wassenaar as Class I directors for a term of three (3) years, expiring at the end of the 2027 annual general meeting of shareholders or until their respective successors are duly elected and qualified or until such director’s earlier death, resignation or removal:


Nominee	For	Against	Abstain	Broker Non-Votes
Shlomi Ben Haim	60,784,633	17,531,067	23,176	14,080,968
Jessica Neal	59,734,110	18,548,727	56,039	14,080,968
Yvonne Wassenaar	59,742,227	18,552,444	44,205	14,080,968

Each of the above nominees was re-elected.

Proposal No. 2 – Approval and ratification of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of EY Global, as the independent auditors of the Company for the period ending at the close of the next annual general meeting:


For	Against	Abstain	Broker Non-Votes
91,840,201	409,751	169,892	—

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 3 – Approval of changes to the compensation of Shlomi Ben Haim, JFrog’s Chief Executive Officer, as described in the Proxy Statement:


For	Against	Abstain	Broker Non-Votes
70,792,251	7,522,445	24,180	14,080,968

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 4 – Approval of changes to the compensation of Yoav Landman, JFrog’s Chief Technology Officer, as described in the Proxy Statement:


For	Against	Abstain	Broker Non-Votes
74,378,129	3,930,816	29,931	14,080,968

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 5 – Approval of the consulting agreement with Frederic Simon, the departing Chief Data Scientist of the Company, as described in the Proxy Statement:


For	Against	Abstain	Broker Non-Votes
77,970,530	343,200	25,146	14,080,968

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			JFrog Ltd.

Date:	May 22, 2024	By:	/s/ Eduard Grabscheid
			Eduard Grabscheid Chief Financial Officer

Document And Entity Information	May 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2024
Entity Registrant Name	JFrog Ltd.
Entity Central Index Key	0001800667
Entity Emerging Growth Company	false
Entity File Number	001-39492
Entity Incorporation, State or Country Code	L3
Entity Tax Identification Number	98-0680649
Entity Address, Address Line One	270 E. Caribbean Drive
Entity Address, City or Town	Sunnyvale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94089
City Area Code	408
Local Phone Number	329-1540
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, NIS 0.01 par value
Trading Symbol	FROG
Security Exchange Name	NASDAQ