TOMZ Sets Virtual Annual Meeting, Board Seeks Director Re-election, Auditor Ratification
Ticker: TOMZ · Form: DEF 14A · Filed: Sep 30, 2025 · CIK: 314227
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, Virtual Meeting, Shareholder Vote
Related Tickers: TOMZ
TL;DR
**TOMZ is holding a virtual annual meeting to re-elect directors and ratify auditors; expect no major surprises, just standard governance.**
AI Summary
TOMI Environmental Solutions, Inc. (TOMZ) is holding its 2025 Annual Meeting of Shareholders virtually on November 19, 2025, at 1:00 p.m. Eastern Time. Shareholders of record as of September 29, 2025, are eligible to vote. The primary proposals include the election of Class II directors for a three-year term expiring in 2028 and the ratification of Rosenberg Rich Baker Berman & Co. as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors unanimously recommends voting 'FOR' both proposals. The company is continuing with a virtual-only format to ensure broader shareholder participation and reduce costs. As of the record date, there were 20,075,205 shares of Common Stock and 63,750 shares of Series A Preferred Stock outstanding, totaling 20,138,955 votes. The filing does not contain specific financial figures for revenue, net income, or detailed business changes, focusing instead on the procedural aspects of the annual meeting.
Why It Matters
This DEF 14A filing outlines the governance framework and key decisions for TOMI Environmental Solutions, Inc., directly impacting investor confidence and strategic direction. The election of Class II directors will shape the company's leadership and future policies, while the ratification of the independent auditor ensures financial oversight and transparency, crucial for investor trust. The virtual meeting format, while cost-effective, also reflects a modern approach to shareholder engagement, potentially increasing participation. In a competitive environmental solutions market, strong governance and clear financial reporting are vital for TOMZ to maintain its market position and attract capital.
Risk Assessment
Risk Level: low — The filing is a routine DEF 14A proxy statement, primarily detailing the agenda for the 2025 Annual Meeting of Shareholders. It does not disclose new financial risks, operational challenges, or significant strategic shifts. The proposals are standard governance items: election of Class II directors and ratification of the independent auditor, indicating a low immediate risk to investors based solely on this document.
Analyst Insight
Investors should review the director nominees' backgrounds to ensure alignment with their long-term vision for TOMZ. Promptly submit your proxy to ensure your vote is counted, especially if you cannot attend the virtual meeting. This filing is procedural, so no immediate trading action is suggested based on its content alone.
Key Numbers
- 2025-09-29 — Record Date (Date for determining eligible shareholders to vote)
- 2025-11-19 — Annual Meeting Date (Date of the virtual 2025 Annual Meeting of Shareholders)
- 1:00 p.m. Eastern Time — Annual Meeting Time (Scheduled start time for the virtual meeting)
- 20,075,205 — Common Stock Shares Outstanding (Number of Common Stock shares entitled to vote as of the Record Date)
- 63,750 — Series A Preferred Stock Shares Outstanding (Number of Series A Preferred Stock shares entitled to vote as of the Record Date)
- 20,138,955 — Total Voting Stock Outstanding (Aggregate number of votes that can be cast on each matter)
- 10,069,478 — Quorum Requirement (Number of shares required to be present or represented by proxy for a valid meeting)
- 2028 — Class II Director Term Expiration (Year the elected Class II directors' terms will expire)
- 2025-12-31 — Fiscal Year End (Fiscal year for which the independent auditor is being ratified)
- 2025-09-30 — Filing Date (Date the DEF 14A proxy statement was filed)
Key Players & Entities
- TOMI Environmental Solutions, Inc. (company) — Registrant
- TOMZ (company) — Ticker symbol
- Halden S. Shane (person) — Chairman of the Board and Chief Executive Officer
- Rosenberg Rich Baker Berman & Co. (company) — Independent registered public accounting firm
- SEC (regulator) — U.S. Securities and Exchange Commission
- Continental Stock Transfer & Trust (company) — Transfer agent
- Elissa J. Shane (person) — Proxy Holder
FAQ
When is TOMI Environmental Solutions, Inc.'s 2025 Annual Meeting of Shareholders?
TOMI Environmental Solutions, Inc.'s 2025 Annual Meeting of Shareholders will be held virtually on Wednesday, November 19, 2025, at 1:00 p.m., Eastern Time.
What are the main proposals to be voted on at TOMZ's 2025 Annual Meeting?
Shareholders will vote on two main proposals: the election of Class II director nominees for a three-year term expiring in 2028, and the ratification of Rosenberg Rich Baker Berman & Co. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Who is eligible to vote at TOMI Environmental Solutions, Inc.'s Annual Meeting?
Shareholders of record of TOMI Environmental Solutions, Inc.'s common stock and cumulative $0.01 series A preferred stock as of the close of business on Monday, September 29, 2025, are entitled to vote at the Annual Meeting.
Why is TOMZ holding a virtual-only Annual Meeting?
TOMZ is holding a virtual-only Annual Meeting to enable participation by the broadest number of shareholders possible and to save costs compared to a physical meeting, aiming for easier shareholder participation.
How many shares of TOMZ voting stock were outstanding as of the record date?
As of the record date, September 29, 2025, there were 20,075,205 shares of Common Stock and 63,750 shares of Series A Preferred Stock outstanding, totaling 20,138,955 shares of voting stock.
What is the Board of Directors' recommendation for the proposals at TOMZ's Annual Meeting?
The Board of Directors unanimously recommends that shareholders vote 'FOR' the election of each Class II director nominee listed in Proposal 1 and 'FOR' Proposal 2, the ratification of the independent registered public accounting firm.
What is the quorum requirement for TOMI Environmental Solutions, Inc.'s Annual Meeting?
A quorum will be present at the Annual Meeting if shareholders holding shares of Voting Stock representing a majority of the votes entitled to be cast, which is at least 10,069,478 shares, are present or represented by proxy.
Who is the independent registered public accounting firm for TOMZ for fiscal year 2025?
Rosenberg Rich Baker Berman & Co. has been selected as TOMI Environmental Solutions, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2025.
How can shareholders participate and ask questions at TOMZ's virtual Annual Meeting?
Shareholders can participate and ask questions by logging into the webcast at https://www.cstproxy.com/tomimist/2025 using their control number. Questions can be submitted online before and during the meeting.
What happens if a shareholder does not provide specific voting instructions to their broker for TOMZ's Annual Meeting?
If shares are held in 'street name' and specific voting instructions are not provided, brokers cannot vote on non-discretionary matters like director elections (Proposal 1), resulting in a 'broker non-vote'. However, they can vote on routine matters like auditor ratification (Proposal 2).
Industry Context
TOMI Environmental Solutions, Inc. operates in the environmental solutions sector, focusing on disinfection and infection prevention technologies. The industry is characterized by increasing demand for advanced hygiene and safety measures, driven by public health concerns and regulatory requirements. Competitors may include other providers of sterilization, disinfection, and air purification systems.
Regulatory Implications
The company's operations and reporting are subject to SEC regulations, particularly concerning proxy solicitations and corporate governance. The ratification of the independent auditor is a standard regulatory requirement to ensure financial transparency and compliance.
What Investors Should Do
- Review the proxy statement for details on director nominees and the independent auditor.
- Vote your shares by the deadline, either online or by proxy.
- Attend the virtual Annual Meeting on November 19, 2025, to listen to company updates and ask questions.
Key Dates
- 2025-09-29: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.
- 2025-11-19: 2025 Annual Meeting of Shareholders — Shareholders will vote on key proposals, including director elections and auditor ratification.
- 2025-12-31: Fiscal Year End — The independent auditor is being ratified for this fiscal year.
- 2028: Class II Director Term Expiration — Indicates the duration of the terms for the directors to be elected at the meeting.
Glossary
- DEF 14A
- A proxy statement filing required by the SEC for companies holding annual shareholder meetings. (This document contains the information presented, outlining meeting details and proposals.)
- Record Date
- A specific date used to determine which shareholders are entitled to receive notice of and vote at a shareholder meeting. (Establishes the pool of eligible voters for the 2025 Annual Meeting.)
- Class II Directors
- Directors elected for a specific term, typically divided into classes for staggered board elections. (Shareholders will vote on the election of these directors whose terms expire in 2028.)
- Independent Registered Public Accounting Firm
- An external audit firm hired to examine a company's financial statements and provide an independent opinion. (Shareholders are asked to ratify the appointment of Rosenberg Rich Baker Berman & Co. for the fiscal year ending December 31, 2025.)
- Virtual-only format
- A meeting conducted entirely online, accessible via a webcast link. (The company is using this format for the 2025 Annual Meeting to enhance participation and reduce costs.)
Year-Over-Year Comparison
This filing is procedural, focusing on the upcoming 2025 Annual Meeting of Shareholders. As it is a proxy statement for an annual meeting, it does not contain comparative financial data such as revenue or net income from the previous year. The key information relates to the date of the meeting, record date, and the proposals to be voted upon, rather than year-over-year financial performance changes.
Filing Stats: 4,892 words · 20 min read · ~16 pages · Grade level 11.1 · Accepted 2025-09-30 16:43:32
Key Financial Figures
- $0.01 — of our common stock and our cumulative $0.01 series A preferred stock entitled to no
Filing Documents
- tomz_def14a.htm (DEF 14A) — 418KB
- tomz_def14aimg3.jpg (GRAPHIC) — 6KB
- tomz_def14aimg4.jpg (GRAPHIC) — 6KB
- 0001654954-25-011258.txt ( ) — 691KB
- tomz-20241231.xsd (EX-101.SCH) — 4KB
- tomz-20241231_lab.xml (EX-101.LAB) — 12KB
- tomz-20241231_cal.xml (EX-101.CAL) — 1KB
- tomz-20241231_pre.xml (EX-101.PRE) — 8KB
- tomz-20241231_def.xml (EX-101.DEF) — 2KB
- tomz_def14a_htm.xml (XML) — 49KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 19
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 20 OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END 23 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24 EQUITY COMPENSATION PLAN INFORMATION 24 PAY VERSUS PERFORMANCE 25 PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 27 OTHER MATTERS 28 SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING 28 DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS 29 IMPORTANT 29 iv Table of Contents TOMI ENVIRONMENTAL SOLUTIONS, INC. PROXY STATEMENT 2025 ANNUAL MEETING OF SHAREHOLDERS To Be Held Virtually at 1:00 p.m., Eastern Time, on Wednesday, November 19, 2025 The enclosed proxy is furnished in connection with the solicitation of proxies by the board of directors (the "Board of Directors" or "Board") of TOMI Environmental Solutions, Inc., a Florida corporation ("TOMI," the "Company," "we," "us" or "our"), for use at the virtual 2025 annual meeting of shareholders (the "Annual Meeting") to be held virtually at 1:00 p.m., Eastern Time, on Wednesday, November 19, 2025, or at any postponements or adjournments of the Annual Meeting, for the purposes set forth in this proxy statement (this "Proxy Statement") and in the accompanying Notice of Annual Meeting of Shareholders. We are providing these materials to holders of record of our common stock, $0.01 par value per share (the "Common Stock"), and/or our cumulative $0.01 series A preferred stock, $0.01 par value per share ("Series A Preferred Stock" and, together with the Common Stock, "Voting Stock"), at 5:00 p.m., Eastern Time, on Monday, September 29, 2025 (the "Record Date") and are first mailing the proxy materials on or about September 30, 2025. The Annual Meeting will be conducted in a virtual-only format via live webcast, which you can access by visiting https://www.cstproxy.com/tomimist/2025 and logging in with your voter control number, which may be found on your Notice of Internet Availability of Proxy Materials or proxy card. QUES