BrainStorm Cell Therapeutics Inc (BCLI)

[CHM_760]

Definitive Proxy Statement issued:
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
AUGUST 14, 2014

To the Stockholders of Brainstorm Cell Therapeutics Inc.:

Notice is hereby given that the 2014 Annual Meeting of Stockholders (the “Meeting”) of Brainstorm Cell Therapeutics Inc. (the “Company”) will be held on August 14, 2014 at 9:00 a.m., Eastern time, at the offices of BRL Law Group LLC, 425 Boylston Street, 3rd Floor, Boston, MA 02116, for the following purposes:

1. To elect each of Dr. Irit Arbel, Mordechai Friedman, Alon Pinkas, Chen Schor, Dr. Robert Shorr, Malcolm Taub and Uri Yablonka as members of the board of directors of the Company to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;

2. To authorize the Board of Directors, in its discretion, should it deem it to be appropriate and in the best interests of the Company and its stockholders, to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock by a ratio of between 1-for-10 and 1-for-20, inclusive, without further approval or authorization of the Company’s stockholders;

3. To approve the Company’s 2014 Stock Incentive Plan;

4. To approve the Company’s 2014 Global Share Option Plan;

5. To ratify the appointment of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu, as the Company’s independent registered public accounting firm for the current fiscal year; and

6. To transact such other business that may properly come before the Meeting and any adjournments or postponements of the Meeting.

As required, we conducted a “say-on-pay” advisory vote at the 2012 annual meeting, and a majority of stockholders who voted recommended that we conduct “say-on-pay” votes every three years. The Board of Directors accepted the stockholders’ recommendation. As a result, the next opportunity for an advisory “say-on-pay” vote will be included in the proxy materials for our 2015 Annual Meeting.

The Board of Directors has fixed the close of business on July 21, 2014 as the record date for the Meeting. All stockholders of record on that date are entitled to notice of, and to vote at, the Meeting.