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 15, 2022
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.
On December 15, 2022, OmniQ Corp. (the “Company”) held its 2022 Annual Meeting of Stockholders (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 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 | 4,223,776 | 22,287 | ||||||
| Neev Nissenson | 4,187,197 | 58,866 | ||||||
| Andrew J. MacMillan | 4,133,783 | 112,280 | ||||||
| Yaron Shalem | 4,117,041 | 129,022 | ||||||
| Guy Elhanani | 4,205,665 | 40,398 | ||||||
| Mina Teicher | 4,207,463 | 38,600 | ||||||
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, 2022.
| For | Against | Abstentions | ||
| 5,602,921 | 538 | 75,597 |
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 19, 2022
| OMNIQ Corp. | ||
| By: | /s/ Shai S. Lustgarten | |
| Shai S. Lustgarten | ||
| President and CEO | ||
