{"url_path":"/sec/nice/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G Corporate Governance.","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-02-26","source_url":"https://www.sec.gov/Archives/edgar/data/1003935/0001003935-26-000010-index.html","accession_number":"0001003935-26-000010","cik":"0001003935","ticker":"NICE","issuer_name":"NICE Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1003935/0001003935-26-000010-index.html","primary_entity_key":"0001003935","primary_entity_name":"NICE Ltd."},"word_count":572,"has_tables":true,"body_markdown":"Item 16G.    Corporate Governance.\n\nWe follow the Israeli Companies Law, the relevant provisions of which are summarized in this annual report, rather than comply with the Nasdaq requirements relating to:\n\n(i) Quorum for shareholder meetings. While the Nasdaq rules require that the quorum for purposes of any meeting of the holders of a listed company’s common voting stock, as specified in the company’s bylaws, be no less than 33 1/3% of the company’s outstanding common voting stock, under Israeli law, a company is entitled to determine in its articles of association the number of shareholders and percentage of holdings required for a quorum at a shareholders meeting. Our articles of association provide that a quorum of two or more shareholders holding at least 25% of the voting rights present in person or by proxy is required for commencement of business at a general meeting. However, the quorum set forth in our amended and restated articles of association with respect to an adjourned meeting consists of any number of shareholders present in person or by proxy (see Item 10, “Additional Information – Memorandum and Articles of Association – Meetings of Shareholders” in this annual report for additional information); \n\n(ii) Shareholder approval with respect to issuance of securities under equity-based compensation plans. Although the Nasdaq rules generally require shareholder approval of equity compensation plans and material amendments thereto, we follow Israeli practice, which is to have such plans and amendments approved only by the Board of Directors, unless such arrangements are for the compensation of the chief executive officer or directors, in which case they also require the approval of the compensation committee and the shareholders. In addition, rather than follow the Nasdaq rules requiring shareholder approval for the issuance of securities in certain circumstances, we follow Israeli law, under which a private placement of securities requires approval by our board of directors and shareholders if it will cause a person to become a controlling shareholder (generally presumed at 25% ownership) or if: (a) the securities issued amount to 20% or more of our outstanding voting rights before the issuance; (b) some or all of the consideration is other than cash or listed securities or the transaction is not on market terms; and (c) transaction will increase the relative holdings of a shareholder that holds 5% or more of our outstanding share capital or voting rights or will cause any person to become, as a result of the issuance, a holder of more than 5% of our outstanding share capital or voting rights (see Item 10, “Additional Information – Memorandum and Articles of Association – Approval of Certain Transactions” and “Approval of Office Holder Compensation” in this annual report for more information);\n\n(iii) Annual reports to shareholders. While Nasdaq rules generally require sending an annual report to shareholders prior to the annual general meeting, we rely on an exemption for Foreign Private Issuers and follow Israeli business practice. Specifically, we file annual reports on Form 20-F (containing audited financial statements) and furnish quarterly reports on Form 6-K (containing unaudited financial information) with the SEC. These reports, along with other information we file or furnish, are available electronically on the SEC’s website (http://www.sec.gov) and on our investor relations website (http://www.nice.com/company/investors). Information on our website is for informational purposes only and is not incorporated by reference into this annual report (see Item 10, “Additional Information – Documents on Display” in this annual report for additional information)."}