OMNIQ Corp. Sets Annual Meeting Agenda: Director Elections, Auditor Ratification, Equity Plan
Ticker: OMQS · Form: DEF 14A · Filed: Sep 4, 2025 · CIK: 278165
Sentiment: mixed
Topics: Proxy Statement, Corporate Governance, Equity Incentive Plan, Director Elections, Auditor Ratification, Shareholder Meeting, Executive Compensation
Related Tickers: OMQS
TL;DR
**OMQS is pushing an equity plan and re-electing its CEO, signaling a focus on insider incentives over broader shareholder dilution concerns.**
AI Summary
OMNIQ Corp. (OMQS) is holding its 2025 Annual Meeting of Stockholders on October 21, 2025, to address three key proposals: the election of two directors, the ratification of Haynie & Company as its independent registered public accounting firm for fiscal year 2025, and the approval of the 2025 Equity Incentive Plan. The Board of Directors unanimously recommends a 'FOR' vote on all three proposals. As of the August 22, 2025 record date, OMNIQ had 11,602,930 shares of common stock and 502,000 shares of Series C Preferred Stock outstanding. CEO Shai Lustgarten holds a significant 12.99% beneficial ownership, including 370,000 shares issuable upon option exercise and 1,056,822 shares held by Walefar Investments Ltd. The company's Board currently consists of two members, Shai Lustgarten and Guy Elhanani, with Mr. Elhanani identified as an independent director and an 'audit committee financial expert'. The Board met eight times in 2025, with 100% attendance from all directors.
Why It Matters
This DEF 14A filing outlines OMNIQ Corp.'s governance and compensation strategy, directly impacting investor confidence and future executive incentives. The approval of the 2025 Equity Incentive Plan could dilute existing shareholder value but is crucial for attracting and retaining talent in a competitive tech landscape. The ratification of Haynie & Company as auditors ensures continued financial oversight, a key factor for market trust. For employees, the equity plan offers potential long-term compensation, aligning their interests with company performance. The limited board size of two directors, with only one independent, raises questions about governance best practices compared to industry peers.
Risk Assessment
Risk Level: medium — The company's Board of Directors consists of only two members, Shai Lustgarten (CEO and Chairman) and Guy Elhanani, with only Mr. Elhanani identified as independent. This limited board size and lack of a majority of independent directors, as noted in the filing, could lead to less robust oversight and potential conflicts of interest. Additionally, the proposal to adopt the 2025 Equity Incentive Plan, while common, could result in significant shareholder dilution if not carefully managed.
Analyst Insight
Investors should carefully review the proposed 2025 Equity Incentive Plan to understand its potential dilutive impact and vote accordingly. Given the limited board independence, shareholders should scrutinize the director nominees and consider the implications for corporate governance and oversight at OMNIQ Corp.
Key Numbers
- 11,602,930 — Common Stock shares outstanding (As of the August 22, 2025 Record Date)
- 502,000 — Series C Preferred Stock shares outstanding (As of the August 22, 2025 Record Date)
- 12.99% — Shai Lustgarten's beneficial ownership (Includes shares and options/warrants as of August 22, 2025)
- 7.4% — Carlos Nissensohn's beneficial ownership (Includes shares and options/warrants as of August 22, 2025)
- 8 — Board of Directors meetings (Held during 2025, with 100% director attendance)
- 2 — Number of directors (Current size of OMNIQ Corp.'s Board of Directors)
- 1 — Number of independent directors (Guy Elhanani is the sole independent director on the Board)
- 370,000 — Shares issuable to Shai Lustgarten (Upon the exercise of options)
- 1,056,822 — Shares held by Walefar Investments Ltd. (Beneficially owned by Shai Lustgarten)
- 2025-10-21 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
Key Players & Entities
- OMNIQ Corp. (company) — Registrant
- Shai Lustgarten (person) — Chief Executive Officer and Chairman, beneficial owner of 12.99% of shares
- Haynie & Company (company) — Independent registered public accounting firm
- Guy Elhanani (person) — Director, independent director, and audit committee financial expert
- Walefar Investments Ltd. (company) — Beneficially owned by Shai Lustgarten, holding 1,056,822 shares
- Carlos Nissensohn (person) — Significant shareholder, beneficial owner of 7.4% of shares
- Campbeltown Consulting Ltd. (company) — Beneficially owned by Carlos J. Nissensohn, holding 739,308 shares
- Neev Nissenson (person) — Resigned from the Board of Directors on March 27, 2024
- Yaron Shalem (person) — Resigned from the Board of Directors on January 31, 2025
- Mina Teicher (person) — Resigned from the Board of Directors on January 31, 2025
FAQ
What are the key proposals for OMNIQ Corp.'s 2025 Annual Meeting?
OMNIQ Corp.'s 2025 Annual Meeting, scheduled for October 21, 2025, includes three main proposals: the election of two directors, the ratification of Haynie & Company as the independent registered public accounting firm for fiscal year 2025, and the approval of the 2025 Equity Incentive Plan.
Who are the director nominees for OMNIQ Corp. in 2025?
The director nominees for OMNIQ Corp. in 2025 are Shai Lustgarten, who serves as the CEO and Chairman, and Guy Elhanani, who was appointed as a director in August 2021 and is also an independent director.
What is the beneficial ownership of OMNIQ Corp.'s CEO, Shai Lustgarten?
As of the August 22, 2025 Record Date, OMNIQ Corp.'s CEO, Shai Lustgarten, beneficially owns 1,506,822 shares, representing 12.99% of the outstanding common stock. This includes 370,000 shares issuable upon option exercise and 1,056,822 shares held by Walefar Investments Ltd., which he beneficially owns.
What is the composition of OMNIQ Corp.'s Board of Directors?
OMNIQ Corp.'s Board of Directors currently consists of two members: Shai Lustgarten, who is the CEO and Chairman, and Guy Elhanani. Guy Elhanani is identified as an independent director and an 'audit committee financial expert'.
Why is the 2025 Equity Incentive Plan important for OMNIQ Corp.?
The 2025 Equity Incentive Plan is important for OMNIQ Corp. as it aims to attract, retain, and motivate employees, directors, and consultants by providing them with equity-based compensation. This plan aligns the interests of these individuals with those of the shareholders by tying compensation to company performance.
What is the record date for OMNIQ Corp.'s 2025 Annual Meeting?
The record date for determining shareholders entitled to receive notice of and vote at OMNIQ Corp.'s 2025 Annual Meeting is the close of business on August 22, 2025.
How many shares of common stock and Series C preferred stock are outstanding for OMNIQ Corp.?
As of the August 22, 2025 Record Date, OMNIQ Corp. had 11,602,930 shares of common stock and 502,000 shares of Series C Preferred Stock outstanding.
What is the Board's recommendation for the proposals at OMNIQ Corp.'s Annual Meeting?
The Board of Directors of OMNIQ Corp. recommends that shareholders vote 'FOR' each of the three proposals: the election of the two directors, the ratification of Haynie & Company as auditors, and the adoption of the 2025 Equity Incentive Plan.
What are the potential risks associated with OMNIQ Corp.'s corporate governance structure?
The potential risks associated with OMNIQ Corp.'s corporate governance structure include a limited Board of Directors with only two members, Shai Lustgarten and Guy Elhanani, and only one independent director. This could lead to less diverse perspectives and potentially weaker oversight compared to companies with larger, more independent boards.
Where can shareholders find OMNIQ Corp.'s Audit Committee charter?
OMNIQ Corp.'s Audit Committee charter is available on the 'About' subpage of its website, www.omniq.com, under the link 'Corporate Governance'.
Industry Context
OMNIQ Corp. operates in a dynamic technology sector, likely involving software, IT services, or related solutions. The company's focus on an Equity Incentive Plan suggests a strategy to attract and retain talent in a competitive market where skilled professionals are in high demand. The need for independent directors and audit expertise points to adherence to corporate governance best practices expected in publicly traded companies.
Regulatory Implications
As a publicly traded entity, OMNIQ Corp. is subject to SEC regulations, including proxy solicitations and disclosures. The proposed Equity Incentive Plan must comply with relevant securities laws and tax regulations. The ratification of the independent auditor ensures compliance with financial reporting standards and oversight requirements.
What Investors Should Do
- Vote 'FOR' all three proposals at the 2025 Annual Meeting.
- Review the details of the 2025 Equity Incentive Plan.
- Note the composition of the Board of Directors.
Key Dates
- 2025-10-21: 2025 Annual Meeting of Stockholders — Shareholders will vote on director elections, ratification of auditors, and the 2025 Equity Incentive Plan. This is a key governance event.
- 2025-08-22: Record Date for 2025 Annual Meeting — Determines which shareholders are eligible to vote at the Annual Meeting. As of this date, 11,602,930 shares of common stock and 502,000 shares of Series C Preferred Stock were outstanding.
- 2025-09-04: Mailing of Proxy Materials — Commences the formal solicitation of proxies for the Annual Meeting, providing shareholders with information to make their voting decisions.
Glossary
- DEF 14A
- A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by companies that are required to solicit proxies from their shareholders for an annual or special meeting. (This document contains critical information about the company's governance, executive compensation, and proposals to be voted on by shareholders.)
- Record Date
- A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the shareholder base for the upcoming Annual Meeting, with 11,602,930 common shares and 502,000 Series C Preferred shares outstanding as of August 22, 2025.)
- Beneficial Ownership
- The power to direct the voting or disposition of a security, which may be held directly or indirectly through family members or entities. (Indicates that CEO Shai Lustgarten beneficially owns 12.99% of the company's stock, including shares from options and those held by Walefar Investments Ltd.)
- Independent Director
- A director who does not have a material relationship with the company other than in their capacity as a director. (Guy Elhanani is identified as the sole independent director, which is relevant for board oversight and committee composition.)
- Audit Committee Financial Expert
- A member of the audit committee who possesses specific attributes related to accounting and financial management expertise. (Guy Elhanani's designation as an audit committee financial expert highlights his qualifications to oversee financial reporting and internal controls.)
- Equity Incentive Plan
- A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors as a form of compensation. (Shareholders are being asked to approve the 2025 Equity Incentive Plan, which will govern future equity awards to incentivize performance and align employee interests with shareholders.)
Year-Over-Year Comparison
This filing pertains to the 2025 Annual Meeting, and direct year-over-year comparisons of financial metrics are not available within this proxy statement. However, the focus on a new Equity Incentive Plan suggests a forward-looking strategy for talent management and growth. The consistent 100% attendance at the eight Board meetings in 2025 indicates strong director engagement.
Filing Stats: 4,686 words · 19 min read · ~16 pages · Grade level 12.9 · Accepted 2025-09-04 17:00:28
Key Financial Figures
- $0.001 — 0 shares of the Company's common stock, $0.001 par value per share, (the " Common Stoc
Filing Documents
- formdef14a.htm (DEF 14A) — 567KB
- def14a_001.jpg (GRAPHIC) — 25KB
- proxy_001.jpg (GRAPHIC) — 530KB
- 0001493152-25-012645.txt ( ) — 2175KB
- omqs-20241231.xsd (EX-101.SCH) — 3KB
- omqs-20241231_def.xml (EX-101.DEF) — 5KB
- omqs-20241231_lab.xml (EX-101.LAB) — 52KB
- omqs-20241231_pre.xml (EX-101.PRE) — 41KB
- formdef14a_htm.xml (XML) — 2KB
Executive Compensation
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 4 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 Proxy Statement and Annual Report Delivery 23 Stockholder Communications 23 5 OMNIQ CORP. 696 W Confluence Ave. Murray, UT 84123 PROXY Information Concerning the Solicitation The Board of Directors (the " Board ") of OMNIQ Corp. (the " Company ") is furnishing this proxy statement for the solicitation of proxies to be used at the Annual Shareholders Meeting (the " Annual Meeting ") of the Company to be held at 12:00 p.m. Eastern Time on October 21, 2025, at the Company's principal executive offices located at 696 W Confluence Ave, Murray, UT 84123. The proxy materials are being mailed on September 4, 2025 to shareholders of record on August 22, 2025. This proxy statement has been posted on the Internet and may be viewed at www.proxyvote.com . The cost of preparing, assembling and mailing the proxy material and of rei