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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 8, 2024

 

OMNIQ CORP.

(Exact name of registrant as specified in charter)

 

Delaware   001-40768   20-3454263
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

1865 West 2100 South, Salt Lake City, UT 84119

(Address of Principal Executive Offices) (Zip Code)

 

(714) 899-4800

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001   OMQS   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

OmniQ Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders on April 8, 2024 (the “Annual Meeting”). Each share of the Company’s common stock was entitled to one vote per share. The matters voted upon and the results of the Annual Meeting of Stockholders are set forth below.

 

Proposal 1: Election of Directors.

 

Stockholders elected each of the following nominees as directors to hold office until the next meeting of the Company’s stockholders or until their successors are elected.

 

Nominee   For     Withheld  
Shai Lustgarten     3,204,598       215,360  
Mina Teicher     3,174,607       245,351  
Yaron Shalem     3,103,210       316,748  
Guy Elhanani     3,174,571       245,387  
Israel Singer     3,189,303       230,655  

 

Broker non-vote: 2,369,868

 

Proposal 2: Ratification of Appointment of Independent Auditor.

 

Stockholders approved the ratification of the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

For   Against   Abstentions
5,535,624   83,729   170,473

 

Proposal 3: Approval of Non-Binding Proposal on Executive Compensation

 

Stockholders approved a non-binding proposal on executive compensation.

 

For   Against   Abstentions
3,085,305   313,267   21,836

 

Proposal 4: Recommendation of The Frequency of Future Non-Binding Advisory Votes on Executive Compensation

 

3 years   2 years   1 year   ABSTAIN
2,819,570   23,239   543,912   16,492

 

Proposal 5: Amendment of Company’s Certificate of Incorporation

 

Stockholders approved the amendment of the Company’s Certificate of Incorporation to increase the amount of authorized common stock to 35,000,000 shares:

 

For   Against   Abstentions
4,574,477   983,571   13,868

 

Proposal 6: Adoption of the Company’s 2023 Equity Incentive Plan

 

Stockholders approved the adoption of the Company’s 2023 Equity Incentive Plan for the year ending December 31, 2024.

 

For   Against   Abstentions
3,013,817   379,555   26,586

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 10, 2024

 

OMNIQ Corp.  
     
By: /s/ Shai S. Lustgarten  
  Shai S. Lustgarten  
  President and CEO