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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 18, 2025
OMEGA
FLEX, INC.
(Exact
name of registrant as specified in charter)
| Pennsylvania |
|
000-51372 |
|
23-1948942
|
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of incorporation) |
|
File
Number) |
|
Identification
No.) |
451
Creamery Way
Exton,
Pennsylvania 19341
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 610-524-7272
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 (see General Instruction A.2. below):
| ☐ |
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
OFLX |
|
NASDAQ
Global Market |
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 mark 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
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 | |
| - | |
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 | |
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) |
