OMEGA FLEX INC (OFLX)
Sector: Industrials
2026 Annual Meeting Analysis
OMEGA FLEX INC · Meeting: June 10, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
ABSTAIN
Auditor
ABSTAIN
Director Elections
Election of Class 3 Directors
Against Analysis
Mr. Dubin has served since 2019 and the stock has fallen 66% over three years while the industrials sector ETF (XLI) gained 78% — a gap of over 144 percentage points that far exceeds the 30-point trigger — and the five-year record (-75.9% vs XLI) provides no mitigating relief, so an AGAINST vote is warranted.
Mr. Hoben served as CEO through December 2023 and has been a director since 1996, meaning he bears direct accountability for the severe stock underperformance (stock down 66% over three years while XLI gained 78%, a gap of 144 percentage points); additionally, he attended only three of five board meetings in 2025, falling below the 75% attendance threshold, giving two independent grounds for an AGAINST vote.
For Analysis
Mr. Rivest joined the board in January 2024, which is within the 24-month new-director exemption window as of the June 2026 meeting date, so he is shielded from the TSR underperformance trigger; he brings deep engineering and operational expertise directly relevant to the company's products, and no other policy concerns apply.
Of the three Class 3 nominees, only Dean Rivest earns a FOR vote — he joined the board in early 2024 and is within the 24-month new-director exemption from the stock performance trigger. James Dubin (director since 2019) and Kevin Hoben (director since 1996, former CEO through 2023) are both subject to the TSR trigger: the stock has fallen roughly 66% over three years while the industrials sector benchmark ETF (XLI) gained 78%, a gap of 144 percentage points that far exceeds the 30-point policy threshold, and neither the five-year record nor any other mitigating factor resolves this concern. Mr. Hoben also failed the 75% meeting-attendance threshold, attending only three of five board meetings in 2025.
Say on Pay
✗ AGAINSTCEO
Dean W. Rivest
Total Comp
$1,063,560
Prior Support
N/A
The 2026 annual meeting proxy for Omega Flex presents only one voting proposal — the election of Class 3 directors — and does not include an advisory Say on Pay vote; accordingly, no vote determination can be made on executive compensation, and this entry is included only to note the absence of the proposal. For informational context, the CEO's total compensation of $1,063,560 consists of a meaningful mix of base salary, cash incentive pay, and stock awards, but this cannot be formally evaluated without an active ballot item.
Auditor Ratification
✗ AGAINSTAuditor
RSM US LLP
Tenure
N/A
Audit Fees
$323,925
Non-Audit Fees
$0
The proxy explicitly states that auditor ratification is not being submitted to shareholders at this meeting because the audit committee is conducting a competitive review of the independent auditor; since there is no ratification proposal on the ballot, no FOR or AGAINST determination is applicable, and the entry is included for informational completeness only.
Overall Assessment
The 2026 Omega Flex annual meeting presents only one voting proposal — the election of three Class 3 directors — against a backdrop of severe stock underperformance (down 66% over three years while the industrials sector ETF XLI gained 78%). Of the three nominees, only Dean Rivest earns a FOR vote due to the 24-month new-director exemption; James Dubin and Kevin Hoben both trigger the TSR underperformance policy, with Mr. Hoben compounding the concern by attending fewer than 75% of board meetings in 2025.