NVMI · Nova Ltd.

Nova Ltd., an Israeli company listed on Nasdaq, has filed this 6-K to notify shareholders of its upcoming Annual General Meeting on June 18, 2026, where key governance matters will be voted on. The meeting agenda includes re-electing the majority of the current board, electing Rami Hadar as a new director, and approving changes to President and CEO Gabriel Waisman's employment terms alongside updates to the executive and director compensation policy, last approved in June 2025. This vote is binding under Israeli Companies Law and requires special majorities excluding interested shareholders, with the board able to override a rejection in limited cases if deemed in the company's best interest. Additionally, shareholders will ratify Kost Forer Gabbay & Kasierer as auditors and review 2025 financial statements. The board consists of eight members as of May 12, 2026, with seven independent directors per Nasdaq rules, reflecting the company's opt-out from Israeli external director requirements since 2018 due to no controlling shareholder and U.S. exchange listing. Sarit Sagiv provides the required accounting and financial expertise. These disclosures affirm stable governance practices ahead of the shareholder meeting.