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): April 8, 2024

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.

OmniQ Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders on April 8, 2024 (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 of the Annual Meeting of Stockholders 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		3,204,598		215,360
Mina Teicher		3,174,607		245,351
Yaron Shalem		3,103,210		316,748
Guy Elhanani		3,174,571		245,387
Israel Singer		3,189,303		230,655

Broker non-vote: 2,369,868

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, 2024.

For		Against		Abstentions
5,535,624		83,729		170,473

Proposal 3: Approval of Non-Binding Proposal on Executive Compensation

Stockholders approved a non-binding proposal on executive compensation.

For		Against		Abstentions
3,085,305		313,267		21,836

Proposal 4: Recommendation of The Frequency of Future Non-Binding Advisory Votes on Executive Compensation

3 years		2 years		1 year		ABSTAIN
2,819,570		23,239		543,912		16,492

Proposal 5: Amendment of Company’s Certificate of Incorporation

Stockholders approved the amendment of the Company’s Certificate of Incorporation to increase the amount of authorized common stock to 35,000,000 shares:

For		Against		Abstentions
4,574,477		983,571		13,868

Proposal 6: Adoption of the Company’s 2023 Equity Incentive Plan

Stockholders approved the adoption of the Company’s 2023 Equity Incentive Plan for the year ending December 31, 2024.

For		Against		Abstentions
3,013,817		379,555		26,586

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: April 10, 2024

OMNIQ Corp.

By:	/s/ Shai S. Lustgarten
	Shai S. Lustgarten
	President and CEO

OMNIQ Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders