Omega Flex (OFLX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2025, with shareholders voting on key proposals and receiving a report on business operations and 2024 financial results.

• Shareholders can vote online, by phone, mail, or in person, with proxy materials available electronically or by request.

• The board recommends voting for all proposals, including director elections, auditor ratification, equity plan approval, and executive compensation matters.

Voting matters and shareholder proposals

• Shareholders will elect three Class 2 directors for three-year terms, ratify RSM US LLP as auditor, approve the Flex-Trac, Inc. 2025 Equity Incentive Plan, and vote on executive compensation and its frequency.

• The board recommends a triennial (every three years) advisory vote on executive compensation.

• Shareholder proposals for the 2026 meeting must be submitted by December 30, 2025, with director nominations due by December 20, 2025.

Board of directors and corporate governance

• The board consists of eight directors, with a majority deemed independent under Nasdaq and company guidelines.

• The board has four standing committees: Audit, Compensation, Executive, and Nominating/Governance, all with independent members.

• The board adopted a code of business conduct and ethics, and all directors attended at least 75% of meetings in 2024.

• Recent management succession included promotions of Dean W. Rivest to CEO and Edwin B. Moran to President, effective January 1, 2024.