Monitor the August 6 AGM vote on Props 2-4 (compensation packages); 'say-on-pay' votes are binding under Israeli law. The compensation increases for Co-CEOs are material but phased, signaling retention focus — watch for any ISS/Glass Lewis recommendations ahead of the meeting. The strong Q1 2026 results and raised guidance already support current valuation; the proxy filing itself is not a standalone catalyst but reinforces the growth narrative.
Price Chart
Executive Summary
monday.com Ltd. filed its proxy statement for the August 6, 2026 Annual General Meeting, seeking shareholder approval for a new Compensation Policy, Co-CEO compensation package, non-employee director compensation package, director re-elections, and auditor re-appointment. The filing provides a business update highlighting strong financial momentum: FY2025 revenue of $1.232 billion (+27% YoY), Q1 2026 revenue of $351.3 million (+24% YoY), and raised FY2026 revenue guidance to $1.47 billion (midpoint). The key market-moving elements are the proposed Co-CEO compensation increases (phased from $9.5M to $13.65M annual equity grants over 2027-2029), which signal strong retention of founder leadership but represent a meaningful increase in dilution risk. The filing is neutral-to-slightly-positive on fundamentals but carries governance watch items that warrant monitoring rather than market-moving action.
Key Facts
- FY2025 revenue crossed $1 billion for the first time at $1.232 billion, growing 27% year-over-year.
- GAAP net income for FY2025 was $118.7 million, including a $61.1 million one-time non-cash tax benefit.
- Q1 2026 revenue was $351.3 million (+24% YoY); full-year 2026 revenue guidance raised to $1.47 billion (midpoint).
- The company held $1.2 billion in cash and marketable securities as of March 31, 2026.
- Enterprise customers with >$50K ARR grew 32% YoY to over 4,500; customers with >$500K ARR grew 74% YoY to 99.
- Co-CEO annual equity grants proposed to increase from $7M (current fixed) to $9.5M (2027), $13M (2028), $13.65M (2029).
- New Compensation Policy increases variable compensation cap to 98% of total comp; special bonus cap reduced from 200% to 100% of base salary.
- Share repurchases of $870 million (10,486,207 shares, ~20% of shares outstanding) executed from Nov 2025 through 2026.
- Dilution currently at 9.94%; adjusted dilution (adding back repurchased shares) at 8.13% as of July 1, 2026.
- Audit fees for FY2025 were $830K, up from $725K in FY2024; total auditor fees were $972K vs $790K.
Financial Impact
The Co-CEO compensation increase represents a potential step-up of $2.5M to $6.65M per CEO annually in equity grants over three years, totaling $14.5M-$19.2M combined additional annual run-rate by 2029 at target. The proposed $870M buyback has already reduced share count by ~20%, partially offsetting expected dilution from increased equity grants.
Risk Factors
- Shareholder dissent on compensation proposals could create negative optics, though Israeli law allows board override with substantive justification.
- Increased equity grants to Co-CEOs will mechanically increase dilution if not fully offset by ongoing buyback program.
- The Company derives a majority of revenue from 'monday work management' product — platform transition risk to AI Work Platform carries execution uncertainty.
- Geopolitical risks as an Israeli-incorporated company, with conflicts in the region noted in risk factors.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 6-K Filing (Primary) | 0001178913-26-003403 |
| Exhibit: exhibit_99-2.htm | 0001178913-26-003403 |
| Document: zk2635639.htm | 0001178913-26-003403 |
| Document: 0001178913-26-003403-index-headers.html | 0001178913-26-003403 |
| Document: 0001178913-26-003403-index.html | 0001178913-26-003403 |
| Document: 0001178913-26-003403.txt | 0001178913-26-003403 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 3, 2026 29d ago | Insider Cluster | $97.33 $86.84 | ▼ −10.78% | ▼ −9.63% | $78.80 (−19.04%) |
Aug 10, 2026 7w ago | 6-K | $88.62 $83.33 | ▼ −5.97% | ▼ −5.92% | $78.80 (−11.08%) |
Aug 6, 2026 8w ago | 6-K | $93.13 $87.52 | ▼ −6.02% | ▼ −6.42% | $78.80 (−15.39%) |
Jul 22, 2026 10w ago | 6-K | $73.91 $90.25 | ▲ +22.11% | ▲ +24.51% | $78.80 (+6.62%) |
Jul 17, 2026 10w ago | 6-K | $76.75 $77.43 | ▲ +0.89% | ▲ +1.31% | $78.80 (+2.67%) |
Jul 2, 2026 13w ago | 6-K | $79.77 $83.65 | ▲ +4.86% | ▲ +3.93% | $78.80 (−1.22%) |
May 11, 2026 20w ago | 6-K | $76.91 $78.04 | ▲ +1.47% | ▲ +1.55% | $78.80 (+2.46%) |
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