DUKE Robotics (DUKR) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 15, 2026; six matters include four director elections, auditor ratification, equity-plan expansion, say-on-pay and say-on-pay frequency.

• Record date Oct. 22, 2026, with 3,425,978 common shares outstanding and one vote per share.

Voting matters and shareholder proposals

• Board recommends electing Yariv Alroy, Erez Nachtomy, Eran Antebi and Keren Gousman Golan; each nominee currently serves as a director.

• Shareholders will vote on ratifying Somekh Chaikin, a KPMG International member firm, as auditor for FY2026; the Board recommends FOR.

• Proposed 2021 Plan amendment adds 220,000 shares, increasing authorization from 480,000 to 700,000; the Board recommends FOR.

• Say-on-pay is advisory; the Board recommends FOR and says voting results will inform future compensation decisions.

• The Board recommends advisory say-on-pay votes every three years; the frequency receiving the most votes will be preferred, but is nonbinding.

Board of directors and corporate governance

• Four nominees would serve until the next annual meeting and qualification of successors; election requires a majority of voting shares present or represented by proxy.

• Three of four nominees—Nachtomy, Antebi and Gousman Golan—are identified as independent; Audit, Compensation, and Governance and Nominating committees consist solely of independent directors.

• During FY2025, the Board held 8 meetings and acted by written consent twice; directors attended 100% of Board and applicable committee meetings.

• Audit, Compensation and Governance and Nominating committees oversee auditor selection and financial reporting, executive pay and equity plans, and director nominations and governance, respectively.