UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders
On June 18, 2025, Omega Flex, Inc. (the “Company”) held its Annual Meeting of Shareholders at which five proposals were voted upon:
| 1. | Election of three class 2 directors for a three-year term, | |
| 2. | Ratification of appointment of independent auditors, | |
| 3. | Approval of Flex-Trac, Inc. 2025 Equity Incentive Plan, | |
| 4. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers, and | |
| 5. | Approval, on an advisory basis, of the frequency of the approval, on an advisory basis, of the compensation of the Company’s named executive officers. |
Proposal 1 – Election of Directors. The following persons were duly elected to serve, subject to the Company’s by-laws, as directors of the Company for a three-year term expiring at the 2028 annual shareholders’ meeting, or until election and qualification of their successors:
| Director | J. Nicholas Filler | Edwin B. Moran | Stephen M. Shea | |||||||||
| Votes For | 8,645,229 | 8,833,789 | 9,329,355 | |||||||||
| Votes Withheld | 870,857 | 682,297 | 186,731 | |||||||||
| Broker Non-Votes | 321,733 | 321,733 | 321,733 | |||||||||
Proposal 2 – Ratification of Audit Committee’s Appointment of Auditors. The appointment of RSM US LLP as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2025, by the Audit Committee of the Board of Directors of the Company, was ratified:
| For | 9,834,236 | |||
| Against | 2,755 | |||
| Abstain | 828 | |||
| Broker Non-Votes | - |
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Proposal 3 – Approval of Equity Plan. The Flex-Trac, Inc. 2025 Equity Incentive Plan was approved:
| For | 9,421,635 | |||
| Against | 90,445 | |||
| Abstain | 4,006 | |||
| Broker Non-Votes | 321,733 |
Proposal 4 – “Say on Pay.” The compensation of the Company’s named executive officers was approved on an advisory basis:
| For | 9,360,632 | |||
| Against | 141,160 | |||
| Abstain | 14,294 | |||
| Broker Non-Votes | 321,733 |
Proposal 5 – Frequency of “Say on Pay.” Every “3 Years” was approved, on an advisory basis, as the frequency of the “Say on Pay:”
| Three Years | 6,867,231 | |||
| Two Years | 199,501 | |||
| One Year | 2,427,738 | |||
| Abstain | 21,616 | |||
| Broker Non-Votes | 321,733 |
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
OMEGA FLEX, INC.
| Date: June 20, 2025 | By: | /s/ Matthew F. Unger |
Matthew F. Unger Vice President – Finance (Chief Financial Officer) |
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