iQSTEL Inc
For the period ended Dec 23, 2025. Filed Dec 23, 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.
Dec 23, 2025 · Filed Dec 23, 2025
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DEF 14A 1 iqst_def14a.htm DEFINITIVE PROXY STATEMENT
SCHEDULE 14A INFORMATION
**Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for the 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 |
IQSTEL 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 the appropriate box):
| ☒ | No fee required. | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 0-1l (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: | |
Notice of Annual Meeting of Stockholders
| Date and Time Friday, January 30, 2026 at 10:00 a.m. (EDT) | YOUR VOTE IS IMPORTANT |
| Meeting Access | Wether or not you attend the meeting, we urge you to vote promptly by: |
| Live Webcast: | |
| www.virtualshareholdermeeting.com/IQST2026 | visiting www.proxyvote.com |
| Record Date | Mailing your signed proxy card or voting instructions form |
Items of Business
Proposal 1: Election of five directors, as described in the accompanying proxy statement.
Proposal 2: Ratification of Urish Popeck & Co., LLC as the company’s independent registered public accounting firm for the 2025 fiscal year.
Consideration of any other business properly brought before the annual meeting.
The annual meeting will be a virtual meeting conducted via live webcast. The annual meeting format will be a live audio webcast where you can view presentation materials made available online. There will be no physical in-person meeting. Additional information regarding attending the annual meeting, voting your shares and submitting questions in advance of the annual meeting can be found in the proxy statement.
Eligibility to Vote
Only stockholders of record as of the close of business on December 15, 2025 are entitled to notice of and to vote at the annual meeting and any postponements or adjournments thereof.
This Notice of Annual Meeting of Stockholders, the proxy statement, form of proxy and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 are being distributed and made available to our stockholders on or about January 5, 2026.
Your vote is important. Whether or not you attend the meeting, we urge you to vote promptly.
| By Order of the Board of Directors | |
| /s/ Leandro Iglesias | |
| Leandro Iglesias | |
| Coral Gables | Chairperson |
|---|
This Notice of Annual Meeting of Stockholders, the proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 are available atwww.iqstel.com/investors/shareholdersmeeting.
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT SUMMARY | 4 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 5 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 8 |
| CORPORATE GOVERNANCE | 11 |
| DIRECTOR NOMINATION PROCESS | 11 |
| DIRECTOR COMPENSATION | 12 |
| EXECUTIVE OFFICERS | 13 |
| EXECUTIVE COMPENSATION | 13 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 15 |
| INFORMATION REGARDING SECURITY HOLDERS | 15 |
| PROPOSAL NO. 2 RATIFICATION OF URISH POPECK AND CO LLC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| REPORT OF THE AUDIT COMMITTEE | 17 |
| STOCKHOLDER PROPOSALS | 18 |
| OTHER MATTERS | 18 |
| HOUSEHOLDING | 18 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.