Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
December 17 2024 - 6:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of December 2024
Commission File Number: 001-41604
Freightos Limited
(Translation of registrant's name into English)
Planta 10, Avda. Diagonal, 211
Barcelona, Spain 08018
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
CONTENTS
Results of Annual General Meeting
On December 16, 2024, Freightos Limited (the
“Company,” “we,” or “us”) held its 2024 annual general meeting (the “Meeting”).
At the Meeting, our shareholders voted on two proposals, each of which is listed below and was described in more detail in our notice
and proxy statement for the Meeting, which were attached as Exhibit 99.1 to a Report of Foreign Private Issuer on Form 6-K (a
“Form 6-K”) that we furnished to the Securities and Exchange Commission (the “SEC”) on November 7,
2024. Those descriptions are incorporated by reference herein.
Based on the presence in person or by proxy of
30,731,881 (or approximately 62.3%) of our outstanding ordinary shares, par value $0.00001 per share (“ordinary shares”),
at the Meeting, constituting a quorum, each of the following numbered proposals (and, in the case of Proposal 1, each sub-proposal), which
was presented for a vote at the Meeting, was approved by an ordinary majority of our shareholders, which constituted the requisite majority
required for the approval of the proposal under our amended and restated articles of association:
(1) Election of each of Tzvia Broida, Mark
Drusch and Carl Vine to our Board of Directors (the “Board of Directors”), each to serve as a Class I director
of the Company until the third succeeding annual general meeting of the Company and until the due election of his or her successor:
Name of Director Nominee | |
Number of
Votes and %
of Votes in
Favor
(Excluding
Abstentions) | |
Number of
Votes and %
of Votes
Against
(Excluding
Abstentions) | |
Abstentions | |
Tzvia Broida | |
30,714,183
(99.9 | )% |
17,482
(0.01 | )% |
| 216 | |
Mark Drusch | |
30,714,181
(99.9 | )% |
17,484
(0.01 | )% |
| 216 | |
Carl Vine | |
30,714,181
(99.9 | )% |
17,484
(0.01 | )% |
| 216 | |
(2) Ratification of the appointment of Kost
Forer Gabbay & Kasierer, a member of EY Global, as independent public accountants to audit the accounts of the Company for the
year ending December 31, 2024 and the additional period until the next annual general meeting of the Company, and authorization of
the Board of Directors to fix the remuneration of the public accountants in accordance with the volume and nature of their services, or
to delegate to the audit committee of the Board of Directors to do so:
Number of Votes and % of Votes
in Favor (Excluding Abstentions) | |
Number of Votes and % of Votes
Against (Excluding Abstentions) | |
Abstentions | |
30,484,603 (99.2%) | |
247,121 (0.08%) | |
| 157 | |
Continuing Directors
In addition to the above three Class I director
nominees who were elected pursuant to Proposal 1 at the Meeting, each of our Class II and Class III directors, consisting of
Michael Eisenberg and Udo Lange (our Class II directors), and Zvi Schreiber, Ezra M. Gardner and Inna Kuznetsova (our Class III
directors), will continue to serve on the Board of Directors until the applicable future annual general meeting at which his or her term
will expire.
Incorporation by Reference
The
contents of this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”), are hereby incorporated
by reference into the Company’s registration statements on Form S-8 (File No. 333-270303) and Form F-3 (File No. 333-280302),
to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently
filed or furnished.
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, thereunto duly authorized.
|
FREIGHTOS LIMITED |
Date: December 17, 2024 |
|
|
/s/ Michael Oberlander |
|
Name: Michael Oberlander |
|
Title: General Counsel |
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