OMNIQ Corp
For the period ended Feb 28, 2024. Filed Feb 28, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 28, 2024 · Filed Feb 28, 2024
Contents
Cover page
Show cover page
DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
OMNIQ Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: |
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
|---|---|
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
February 28, 2024
Dear Stockholder:
We would like to extend a personal invitation for you to join us at the 2023 Annual Meeting of Stockholders which will be held on Wednesday, April 8, 2024, at 10:00 a.m. Eastern Time at the offices of the Company, 1865 West 2100 South, Salt Lake City, Utah 84119.
Your attention is directed to the Notice of Annual Meeting of Stockholders and Proxy Statement enclosed with this letter which describes the formal business to be transacted at the meeting. If you would like another copy of this Proxy Statement, please send your request to: Neev Nissenson, Corporate Secretary, 1865 West 2100 South, Salt Lake City, Utah 84119, the offices of the Company.
At this year’s Annual Meeting, the agenda includes: (1) the election of the five (5) directors named in the accompanying Proxy Statement; (2) a proposal to ratify the appointment of our independent registered public accounting firm; (3) a proposal to approve a non-binding proposal on executive compensation; (4) a proposal to recommend, by non-binding vote, the frequency of future non-binding advisory votes on executive compensation; (5) a proposal to amend the Company’s Certificate of Incorporation, as amended, to increase the amount of authorized common stock to 35,000,000 (the “Authorized Capital Change”); (6) a proposal to approve the 2023 Equity Incentive Plan; and (7) to transact such other business as may properly come before the meeting.
The Board of Directors recommends that you vote FOR each of thesevenproposals noted above.
It is important that your shares be represented and voted at the Annual Meeting, regardless of the size of your holdings.To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. You may vote by completing, signing, dating and returning the Proxy Card that accompanies these printed materials. Submitting your vote by Proxy Card will not affect your right to vote in person if you decide to attend the meeting.
We look forward to seeing you at the 2023 Annual Meeting of Stockholders.
/s/ Shai S. Lustgarten
Shai S. Lustgarten, Chief Executive Officer
and Chairman
1865 West 2100 South
Salt Lake City, UT 84119
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON APRIL 8, 2024
| To: | Shareholders of OMNIQ Corp. |
|---|
The annual meeting of the shareholders of OMNIQ Corp. (the “Company”) will be held at the offices of the Company, 1865 West 2100 South, Salt Lake City, Utah 84119, on Monday, April 8, 2024, at 10:00 a.m., Eastern Time, for the following purposes:
| 1. | To elect five (5) directors to hold office during the year following the annual meeting or until their successors are elected. |
| 2. | To ratify the appointment of Haynie & Company as auditors of the Company for the fiscal year ending December 31, 2023. |
| 3. | To approve a non-binding proposal on executive compensation. |
| 4. | To recommend, by non-binding vote, the frequency of future non-binding advisory votes on executive compensation. |
| 5. | To amend the Company’s Certificate of Incorporation, as amended, to increase the amount of authorized common stock to 35,000,000 shares (the “Authorized Capital Change”). |
| 6. | To adopt the Company’s 2023 Equity Incentive Plan. |
| 7. | To transact such other business as may properly come before the meeting. |
The close of business on February 27, 2024, has been fixed as the record date for determining the shareholders entitled to receive notice of and to vote at the annual meeting.
A copy of the proposed Amendment to our Certificate of Incorporation, to be filed with the Secretary of State of Delaware to implement the Authorized Capital Change is attached hereto asAppendix A (the “Amendment”).
A copy of the Company’s 2024 Equity Incentive Plan is attached hereto asAppendix B. (the “Plan”).
BY ORDER OF THE BOARD OF DIRECTORS
| February 28, 2024 | /s/ Shai S. Lustgarten |
|---|---|
| Shai S. Lustgarten, Chief Executive Officer and Chairman |
YOUR VOTE IS IMPORTANT
It is important that as many shares as possible be represented at the annual meeting. Please date, sign, and promptly return the proxy in the enclosed envelope or you may submit your proxy via the Internet or by using the toll-free number provided on your proxy card. Your proxy may be revoked by you at any time before it has been voted.
TABLE OF CONTENTS
PROXY STATEMENT
2023 ANNUAL MEETING OF STOCKHOLDERS
| PROXY STATEMENT | 6 | |
|---|---|---|
| Information Concerning the Solicitation | 6 | |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 8 | |
| Information Concerning Nominees | 8 | |
| Experience, Qualifications, Attributes and Skills of our Director Nominees | 10 | |
| Corporate Governance and the Board of Directors | 10 | |
| Board Leadership Structure and Risk Oversight | 10 | |
| Director Independence | 11 | |
| Meetings | 11 | |
| Board Committees | 11 | |
| Audit Committee1 | 11 | |
| Report of the Audit Committee | 11 | |
| Compensation Committee | 12 | |
| Corporate Governance/Nominating Committee | 13 | |
| Board Leadership Structure | 13 | |
| Compensation of Directors and Officers | 13 | |
| Executive Compensation | 14 | |
| Bonuses | 14 | |
| Employment Contracts | 14 | |
| Outstanding Equity Awards | 15 | |
| Equity Compensation Plan Information | 15 | |
| Director Compensation | 16 | |
| Pay Versus Performance | 16 | |
| Section 16(a) Beneficial Ownership Reporting Compliance | 17 | |
| Code of Ethics | 17 | |
| Insider Trading Policy | 17 | |
| Conflicts of Interest | 17 | |
| Potential Payments Upon Termination or Change of Control | 17 |
| Current Relationships and Related Transactions | 18 |
| Related Party Transactions | 18 |
| Anti-Hedging Policy | 18 |
| PROPOSAL 2 – RATIFICATION OF AUDITORS | 18 | |
|---|---|---|
| Haynie & Company | 19 | |
| Audit and Non-Audit Fees | 20 | |
| PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 21 | |
| Background on Proposal | 21 | |
| Effects of the Advisory Vote | 21 | |
| Vote Required | 21 | |
| Discussion | 22 | |
| PROPOSAL 4 – ADVISORY VOTE ON FREQUENCY OF FUTURE “SAY-ON-PAY” ADVISORY VOTES | 22 | |
| Background on Proposal | 23 | |
| Effects of the Advisory Vote | 23 | |
| Vote Required | 23 | |
| PROPOSAL 5 – INCREASE IN THE AMOUNT OF AUTHORIZED CAPITAL STOCK | 23 | |
| Background and Reasons for the Authorized Capital Change | 23 | |
| PROPOSAL 6 – ADOPTION OF EQUITY INCENTIVE PLAN | 24 | |
| Approval | 24 | |
| Purpose of the Plan | 24 | |
| Administration | 24 | |
| Eligibility to Receive Awards | 25 | |
| Types of Awards | 25 | |
| Shares Authorized for Issuance | 25 | |
| Stock Options | 25 | |
| Stock Awards and Restricted Stock | 26 | |
| Shares Subject to the Plan | 26 | |
| Change in Control | 26 | |
| Term | 26 | |
| Federal Income Tax Consequences | 26 | |
| Shareholder Proposals for 2023 Proxy Statement | 28 | |
| Stockholder Communications | 28 | |
| Appendix A – Amendment to the Company’s Certificate of Incorporation to implement the Authorized Capital Change | A-1 | |
| Appendix B – 2023 Equity Incentive Plan of the Company | B-1 |
1865 West 2100 South
Salt Lake City, Utah 84119
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.