Omega Flex Inc
For the period ended Dec 31, 2023. Filed Apr 26, 2024.
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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.
Dec 31, 2023 · Filed Apr 26, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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 |
OMEGA FLEX, INC.
(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 all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
April 26, 2024
Dear Shareholders:
It is my pleasure to invite you to the 2024 annual meeting of the shareholders of Omega Flex, Inc. We will hold the meeting on Thursday, June 13, 2024, at 10:00 a.m. Eastern Time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102. At the annual meeting, we will discuss each item of business described in the notice of annual meeting and in the accompanying proxy statement and give a report on our business operations. There will also be time for your questions.
You will have received a notice of internet availability, which directs you to our website to access the proxy statement and annual report through the internet at www.envisionreports.com/OFLX for registered shareholders, or www.edocumentview.com/OFLX for shares held through a banker or broker.
You can also request a paper copy of these documents by following the instructions in that notice. This booklet contains the proxy statement and a notice of annual meeting. The proxy statement provides information about the business we will conduct at the annual meeting, in addition to describing our directors and management. Also available on our website is a copy of our Annual Report, which includes information about our business and our 2023 financial results.
We hope you will be able to attend the annual meeting. If you need special assistance at the meeting, please contact our Corporate Secretary at the address shown on the next page. Whether or not you expect to attend, please vote your shares using any of the following methods:
| ■ | Vote by telephone or the internet, as described in the instructions on the notice of internet availability; |
| ■ | Request a proxy card; sign, date and return the proxy card in the prepaid envelope; or |
| ■ | Vote in person at the meeting. |
We look forward to your participation at the annual meeting, and thank you for investing in Omega Flex, Inc.
Sincerely,
Dean W. Rivest,
Chief Executive Officer
| Notice of 2024 Annual Meeting of Stockholders | ||
|---|---|---|
| Time and Place | The Annual Meeting of Shareholders (the “Annual Meeting”) of Omega Flex, Inc. will be held on Thursday, June 13, 2024, at 10:00 a.m. Eastern Time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102. You are entitled to participate in the Annual Meeting if you were a “registered shareholder” at the close of business on April 3, 2024, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee (“beneficial owner”). | |
| Record Date | April 3, 2024. Only shareholders of record of our common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the meeting. | |
| Items of Business | ● | To elect two Class 1 nominees as directors to our Board of Directors; |
| ● | To ratify the selection of RSM US LLP as our independent auditor for 2024; and | |
| ● | To transact any other business as may properly come before the Annual Meeting or any adjournments or postponements of the meeting. | |
| Proxy Materials | Attached to this notice you will find a proxy statement that contains further information about the Annual Meeting and items upon which you will be asked to vote. Your vote is very important—you may vote via the Internet, by telephone, or by completing and mailing a proxy or voting card as explained in the attached proxy statement. | |
| Proxy Voting | Even if you plan to attend the Annual Meeting, we encourage you to vote via the Internet, by telephone, or by completing and mailing your proxy card prior to the Annual Meeting. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the “Solicitation and Revocation of Proxies” section in the attached proxy statement. | |
| Access to Proxy Materials | A Notice Regarding the Availability of Proxy Materials (the “Notice”) containing instructions on how to access proxy materials (including our proxy statement and Annual Report) was first mailed on or about April 26, 2024, to all shareholders entitled to vote at the Annual Meeting, and the proxy materials were posted on our website, www.omegaflex.com and on the website referenced in the Notice on the same day. | |
| On behalf of the Board of Directors, Susan B. Asch Corporate Secretary April 26, 2024 | Principal Executive Office: 451 Creamery Way Exton, PA 19341 |
|---|
Table of Contents
| Page | |
|---|---|
| SOLICITATION AND REVOCATION OF PROXIES | 1 |
| PROPOSALS FOR SHAREHOLDERS’ VOTE | 1 |
| Proposal 1 - Election of Directors | 1 |
| Proposal 2 - Ratification of Audit Committee’s Appointment of Auditors | 2 |
| BOARD OF DIRECTORS AND EXECUTIVE OFFICERS | 3 |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | 9 |
| SECURITY OWNERSHIP | 12 |
| BOARD COMMITTEES AND CORPORATE GOVERNANCE | 13 |
| BOARD REPORTS | 17 |
| COMPENSATION DISCUSSION AND ANALYSIS | 18 |
| EXECUTIVE COMPENSATION | 25 |
| CEO PAY RATIO DISCLOSURE | 32 |
| PAY VERSUS PERFORMANCE | 33 |
| director compensation | 36 |
| TRANSACTIONS WITH RELATED PERSONS | 36 |
| DELINQUENT SECTION 16(a) REPORTS | 36 |
| COMPENSATION COMMITTEE INTERLOCKS | 37 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 37 |
| FINANCIAL STATEMENTS | 37 |
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