0001213900-26-044119
SEC filingRADCOM Ltd. called an Extraordinary General Meeting on May 20, 2026, requisitioned by shareholders holding over 10% of shares, to vote on board amendments, dismissal of five directors, and election of three new directors; Board recommends voting against all proposals.
RADCOM Ltd., an Israeli company with 16,738,377 Ordinary Shares outstanding as of April 8, 2026, faces a significant governance challenge from activist Proposing Shareholders—Value Base Ltd. (5.2% stake) and the Zisapel siblings (13.8% combined)—who on March 25, 2026, invoked Israeli Companies Law Section 63(b)(2) to demand this Extraordinary General Meeting by April 6, 2026. The company complied within the required 21 days, scheduling the meeting for May 20, 2026, at 4:00 p.m. Israel time. The agenda targets a board overhaul: proposals to amend Articles 38 (reduce maximum directors from 9 to 7), 39 (clarify election procedures at any general meeting), and 41 (terminate board-appointed directors post-EGM); dismiss five current directors (Rami Schwartz, Chairman; Rachel (Heli) Bennun; Oren Most; Yaron Ravkaie; Andre Fuetsch); conditionally elect three new independent nominees (Liat Aaronson, Tomer Jacob, Guy Levit) to fill vacancies alongside remaining directors David Ripstein and Sami Totah; and approve standard compensation, indemnification for nominees. All proposals require majority vote of shares present and voting; abstentions/broker non-votes do not count as votes but affect quorum (1/3 voting power). The Board unanimously recommends voting AGAINST, noting nominees bypassed standard due diligence and nomination processes. With Lynrock Lake LP holding 18.9% (largest stake), the outcome hinges on institutional and retail turnout. Proxy materials mailed ~April 23, 2026; voting deadline 48 hours prior. This proxy fight signals potential shift in board control and strategy, critical for investors monitoring governance changes at this Tel Aviv-based firm.