Freightos founder claims company is 'rigging' proxy vote

Freightos shareholders who mail in a properly executed proxy form ahead of the Dec. 16 annual general meeting will automatically be counted as voting against founder Zvi Schreiber's proposal to refocus the company — a provision Schreiber calls "rigging the vote."

The company disclosed the mechanics in its proxy statement, filed Nov. 4: "The shares represented by this proxy, when properly executed, will also be voted 'against' PROPOSAL 4." Shareholders who want to support that resolution must attend the AGM in person at Freightos' offices in Modi'in, Israel.

Schreiber, who holds 6% of the company, has written to the full board demanding a revised proxy card that allows shareholders to vote on all resolutions, with a deadline of Tuesday, Nov. 17. He said he would "escalate" the matter otherwise, though he declined to specify what that escalation would look like.

What does the proxy card dispute actually change?

In practice, the in-person requirement is close to a ban. Schreiber, who ran these meetings as CEO before stepping down in January and leaving the board in February, said attendance is effectively zero.

"In practice, I can tell you, I was managing these meetings. Virtually zero, if not zero shareholders actually travel," Schreiber said. "If I remember correctly, last year, there was zero people actually voting in person at the meeting."

He argues the arrangement breaches a basic principle of corporate law. "It's a very basic principle of corporate law that shareholders can vote. It says it in the articles… I don't understand it," Schreiber said.

What are the three proposals?

The disputed Proposal 4 — the second of Schreiber's three resolutions — is an advisory, nonbinding recommendation that the board appoint a chairman with experience scaling growth-stage technology companies and refocus strategy on the Platform segment, which facilitates digital freight bookings, rather than the Solutions segment selling software and data products to logistics companies. Freightos urged shareholders to reject all three proposals in the Nov. 4 filing.

The first proposal would remove Chairman Udo Lange, whom Schreiber tied to a share price decline: Freightos stock fell roughly 62% between July 28, 2025 and Sept. 8, 2026, per Schreiber's campaign, while the Nasdaq Composite gained about 25%. Nasdaq historical closing prices for those dates show a slightly smaller decline of about 59%, confirming the index's roughly 25% gain. FreightWaves' earlier coverage, using a preceding 12-month window, found a 78% fall against a 16% Nasdaq gain.

The third proposal would amend the articles of association to require annual elections for all directors starting in 2027. Directors currently serve staggered three-year terms.

How has Freightos responded?

The board defended its integrated model against the Platform-first argument. "The Board believes that prioritizing near-term Platform growth at the expense of this integrated approach could undermine the very foundations of the company's long-term growth potential," Freightos said.

On the advisory resolution, the company called the recommendation "abstract and imprecise" because it combines two separate issues — chairman qualifications and business strategy — both of which Freightos says fall under board authority, not shareholder rights, under its articles.

On removing Lange, the board cited continuity: "Removing the independent Chairman of the Board in the middle of his elected term would disrupt the continuity of the Board's leadership and oversight at an important stage in the Company's development." Lange was re-elected in 2025 with 99.9% of votes cast by shareholders present — a ballot Schreiber himself voted for, before disagreements over strategy changed his position. The board also suggested the proposal "could be perceived as a mechanism targeting a specific incumbent (Lange) rather than establishing a durable, principle-based governance standard."

On annual elections, the company backed the status quo: "This stability allows management to resist short-term market pressures and enables uninterrupted focus on achieving key financial milestones."

What are the voting thresholds and deadlines?

• Removing Lange and approving the advisory recommendation each need a majority of votes cast by eligible shareholders.
• The articles amendment on annual director elections requires at least two-thirds of votes cast.
• Shareholders of record as of Nov. 5 are eligible; votes must be submitted by 11:59 p.m. EST on Dec. 15.
• The AGM ballot also includes Freightos' own proposals to re-elect directors Ezra Gardner and Pablo Pinillos and reappoint EY Israel as auditor, both backed by the board.

Schreiber launched his public campaign on Sept. 9, after submitting the proposals in July. His core argument: prioritize the digital freight-booking Platform over Solutions, because advances in artificial intelligence could make software products easier to replicate — a claim Freightos rejects but one that frames the strategic choice shareholders will weigh, in person or by proxy, on Dec. 16.