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): December 16, 2021
OMNIQ CORP.
(Exact name of registrant as specified in charter)
| Delaware | 000-09047 | 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)
(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.
On December 16, 2021, Omniq Corp. (the “Company”) held its annual meeting of shareholders (the “Meeting”). A total of 5,683,007 shares of common stock and 400,000 shares of Series C Preferred Stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the following proposals:
| (i) | The election of six (6) members of the board of directors of the Company (the “Board”) to serve until the next annual meeting to be held in 2022 or until their successors have been duly elected and qualified; |
All the director nominees were elected and the votes cast were as follows:
| Director | For | Withheld | Broker non-votes | |||||||||
| Shai S. Lustgarten | 4,592,910 | 11,502 | 1,078,595 | |||||||||
| Andrew J. MacMillan | 4,413,991 | 190,421 | 1,078,595 | |||||||||
| Neev Nissenson | 4,571,247 | 33,165 | 1,078,595 | |||||||||
| Yaron Shalem | 4,414,924 | 189,488 | 1,078,595 | |||||||||
| Guy Elhanani | 4,590,611 | 13,801 | 1,078,595 | |||||||||
| Itzhak Almog | 4,590,611 | 13,801 | 1,078,595 | |||||||||
| (ii) | The ratification of the appointment of Haynie & Company to serve as the Company’s independent registered public accounting firm for fiscal year 2021; |
The ratification of the appointment of Haynie & Company to serve as the Company’s independent registered public accounting firm for fiscal year 2021 was approved and the votes were cast as follows:
| For | Against | Abstain | ||||||||
| 5,613,259 | 33,359 | 351 | ||||||||
| (iii) | The adoption of the Company’s 2021 Equity Incentive Plan; |
The Company’s 2021 Equity Incentive Plan was approved and the votes were cast as follows:
| For | Against | Abstain | ||||||||
| 4,332,538 | 244,274 | 27,600 | ||||||||
As of the record date for the Meeting, 7,459,045 shares of common stock and 544,500 shares of Series C Preferred Stock were issued and outstanding.
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: December 21, 2021
| OMNIQ CORP. | ||
| By: | /s/ Shai S. Lustgarten | |
| Shai S. Lustgarten | ||
| President and CEO | ||
