Omniq (OMQS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 21, 2025, with voting on director elections, auditor ratification, and the 2025 Equity Incentive Plan.

• Shareholders of record as of August 22, 2025, are eligible to vote; proxy materials were mailed September 4, 2025.

• The Board recommends voting in favor of all proposals on the agenda.

Voting matters and shareholder proposals

• Proposals include electing two directors, ratifying Haynie & Company as auditors, and approving the 2025 Equity Incentive Plan.

• Shareholder proposals for the 2026 meeting must be submitted between April 30 and June 2, 2026.

• Shareholders may submit director nominations without formal restrictions, subject to Delaware law and federal proxy rules.

Board of directors and corporate governance

• The Board consists of two members: Shai Lustgarten (CEO/Chairman) and Guy Elhanani (independent director).

• Three standing committees: Audit, Compensation, and Corporate Governance/Nominating, all chaired by Mr. Elhanani.

• The Board met eight times in 2025, with full attendance.

• The company intends to increase board independence if it seeks a national exchange listing.