Freightos founder and former CEO Zvi Schreiber has accused the company of “rigging” a shareholder vote by omitting one of his proposals from its proxy card. He said properly executed proxy forms would automatically count as votes against the proposal.
The proposal is included in Freightos’ proxy statement but cannot be supported through the company’s standard proxy voting process. Shareholders who want to vote in favor must attend the Dec. 16 annual general meeting in person at Freightos’ offices in Modi’in, Israel.
Schreiber has now written to the full board, giving it until Tuesday, Nov. 17, to issue a revised proxy card that allows shareholders to vote on all resolutions. He said he would “escalate” the matter if the company does not make the change. Schreiber did not comment on what that escalation would be.
The dispute comes ahead of Freightos’ Dec. 16 annual general meeting, where shareholders will consider three proposals submitted by Schreiber. In a proxy statement filed Nov. 4, Freightos urged shareholders to reject all three, which seek to remove Chairman Udo Lange, introduce annual elections for all directors and refocus the business on its digital freight-booking platform.
The proposals are the latest development in a dispute between Schreiber and Freightos over the company’s direction and financial performance. Schreiber stepped down as CEO in January and left the board in February. He publicly launched his shareholder campaign on Sept. 9, after submitting his three proposals to Freightos in July. He remains a 6% shareholder in the company.
Schreiber argued that Freightos should prioritize growth of its Platform business, which facilitates digital freight bookings, rather than its Solutions segment, which sells software and data products to logistics companies. He has also questioned the company’s emphasis on software, arguing that advances in artificial intelligence could make those products easier to replicate.
The advisory resolution and proxy card dispute
Schreiber’s second proposal calls for the board to appoint a chairman with experience scaling growth-stage technology companies and refocus the company’s strategy on rapid growth, with greater emphasis on its Platform segment. The recommendation is advisory and nonbinding, meaning the board would not be required to act on it even if shareholders approve it.
Despite that, the board still defended its current strategy, arguing that its solutions and platform businesses support one another.
“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.
The company argued that the recommendation was “abstract and imprecise” because it combined two separate issues: the qualifications of the board chairman and the company’s business strategy. Both matters, Freightos said, fall within the board’s authority rather than shareholders’ rights under the company’s articles of association. Freightos also specified how shareholders’ proxy votes would be counted on the proposal.
“The shares represented by this proxy, when properly executed, will also be voted “against” PROPOSAL 4,” Freightos said.
Schreiber criticized the provision, arguing that it undermines shareholders’ ability to exercise their voting rights.
“They said something which I believe is completely, you know, essentially rigging the vote,” Schreiber said. “It’s a very basic principle of corporate law that shareholders can vote. It says it in the articles… I don’t understand it.”
The only way a shareholder will be able to vote in favor of the resolution is if they show up in-person at Freightos’ offices in Modi’in, Israel. Schreiber said he does not expect shareholders to attend in person.
“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.”
Freightos’ responses to Schreiber’s other proposals
The first proposal is to remove Lange from the board, a move Schreiber tied to Freightos’ growth and decline in its share price since Lange became chairman in July 2025. Freightos shares had fallen approximately 62% between July 28, 2025, and Sept. 8, 2026, while the Nasdaq Composite gained about 25%, according to Schreiber’s campaign. Using historical closing prices from Nasdaq for both dates, Freightos shares show a slightly smaller decline of approximately 59%, while confirming the Nasdaq’s roughly 25% gain. These figures reflect a different measurement period than those in FreightWaves’ earlier coverage, which found that over the preceding 12 months, Freightos shares had fallen about 78%, while the Nasdaq Composite had gained roughly 16%.
Freightos’ board argued that removing Lange before the end of his term would disrupt leadership continuity as the company works toward profitability. Lange was re-elected to the board in 2025 with 99.9% of votes cast by shareholders present at the meeting, according to the proxy statement. Schreiber also voted in favor of Lange’s re-election in 2025, but has since changed his position following disagreements over Freightos’ strategic direction.
“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,” the company said in the proxy statement.
The board also questioned the broader rationale behind Schreiber’s proposal.
“The proposal could be perceived as a mechanism targeting a specific incumbent (Lange) rather than establishing a durable, principle-based governance standard.”
The third proposal would amend Freightos’ articles of association to require annual elections for all directors beginning in 2027. Directors currently serve staggered three-year terms, with different classes standing for election at successive annual meetings.
Schreiber argued that annual elections for all directors is generally good business practice, separate from his disagreements with Freightos’ current leadership and business strategy.
Freightos opposes the change.
“This stability allows management to resist short-term market pressures and enables uninterrupted focus on achieving key financial milestones,” the company said in the filing.
Voting requirements and deadlines
The proposals carry different voting requirements. Removing Lange as chairman and approving Schreiber’s advisory recommendation each require a majority of votes cast by eligible shareholders. The proposed amendment to Freightos’ articles of association, which would establish annual elections for all directors, requires approval by at least two-thirds of votes cast.
Shareholders will also vote on Freightos’ own proposals to re-elect directors Ezra Gardner and Pablo Pinillos and reappoint EY Israel as the company’s independent auditor. The board recommended voting in favor of both proposals.
Shareholders of record as of Nov. 5 became eligible to vote. Votes must be submitted by 11:59 p.m. EST on Dec. 15 to be counted.
Why this matters
The dispute puts Freightos shareholders in the middle of a debate over the company’s leadership, governance and long-term strategy. The outcome could influence who oversees the business, how directors are elected and whether Freightos shifts its focus toward its digital freight-booking platform.
