OMNIQ Corp.
For the period ended Sep 4, 2025. Filed Sep 4, 2025.
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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.
Sep 4, 2025 · Filed Sep 4, 2025
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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: |
September 4, 2025
Dear Stockholder:
We would like to extend a personal invitation for you to join us at the 2025 Annual Meeting of Stockholders which will be held on Wednesday, October 21, 2025, at 12:00 Eastern Time at the offices of the Company, 696 W Confluence Ave, Murray, UT 84123.
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: Shai Lustgarten, Corporate Secretary, 696 W Confluence Ave, Murray, UT 84123, the offices of the Company.
At this year’s Annual Meeting, the agenda includes: (1) the election of the two (2) directors named in the accompanying Proxy Statement; (2) a proposal to ratify the appointment of our independent registered public accounting firm, Haynie & Company, for the fiscal year ending December 31, 2025; and (3) a proposal to approve the 2025 Equity Incentive Plan; and
The Board of Directors recommends that you vote FOR each of the three (3) proposals 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 2025 Annual Meeting of Stockholder.
/s/ Shai Lustgarten
Shai Lustgarten, Chief Executive Officer
and Chairman
OMNIQ CORP.
696 W Confluence Ave.
Murray, UT 84123
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON OCTOBER 21, 2025
| 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, 696 W Confluence Ave., Murray, UT 84123, on Tuesday, October 21, 2025, at 12:00 p.m., Eastern Time, for the following purposes:
| 1. | To elect two (2) 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, 2025; |
| 3. | To adopt the Company’s 2025 Equity Incentive Plan; and |
| 4. | To transact such other business as may properly come before the meeting |
The close of business on August 22, 2025, has been fixed as the record date for determining the shareholders entitled to receive notice of and to vote at the annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
| September 4, 2025 | /s/ Shai Lustgarten |
|---|---|
| Shai 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
2025 ANNUAL MEETING OF STOCKHOLDERS
| PROXY STATEMENT | 6 | |
|---|---|---|
| Information Concerning the Solicitation | 6 | |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 9 | |
| Information Concerning Nominees | 9 | |
| Experience, Qualifications, Attributes and Skills of our Director Nominees | 9 | |
| Corporate Governance and the Board of Directors | 10 | |
| Board Leadership Structure and Risk Oversight | 10 | |
| Director Independence | 10 | |
| Meetings | 10 | |
| Board Committees | 10 | |
| Audit Committee | 10 | |
| Report of the Audit Committee | 11 | |
| Compensation Committee | 11 | |
| Corporate Governance/Nominating Committee | 11 | |
| Board Leadership Structure | 12 | |
| Compensation of Directors and Officers | 12 | |
| Executive Compensation | 12 | |
| Bonuses | 12 | |
| Employment Contracts | 12 | |
| Outstanding Equity Awards | 13 | |
| Equity Compensation Plan Information | 13 | |
| Director Compensation | 14 | |
| Section 16(a) Beneficial Ownership Reporting Compliance | 14 | |
| Code of Ethics | 14 | |
| Insider Trading Policy | 15 | |
| Conflicts of Interest | 15 | |
| Potential Payments Upon Termination or Change of Control | 15 | |
| Current Relationships and Related Transactions | 15 | |
| Related Party Transactions | 15 | |
| Anti-Hedging Policy | 16 |
| PROPOSAL 2 – RATIFICATION OF AUDITORS | 16 | |
|---|---|---|
| Haynie & Company | 16 | |
| Audit and Non-Audit Fees | 18 | |
| PROPOSAL 3 – ADOPTION OF EQUITY INCENTIVE PLAN | 19 | |
| Approval | 19 | |
| Purpose of the Plan | 19 | |
| Administration | 19 | |
| Eligibility to Receive Awards | 20 | |
| Types of Awards | 20 | |
| Shares Authorized for Issuance | 20 | |
| Stock Options | 20 | |
| Stock Awards and Restricted Stock | 21 | |
| Shares Subject to the Plan | 21 | |
| Change in Control | 21 | |
| Term | 21 | |
| Federal Income Tax Consequences | 21 | |
| Nonqualified Stock Options | 22 | |
| Incentive Stock Options | 22 | |
| Restricted Stock | 22 | |
| Tax Effect for the Company | 23 | |
| Shareholder Proposals for the 2026 Proxy Statement | 23 | |
| Stockholder Communications | 23 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.