DEF: iQSTEL Sets 2026 Annual Meeting, Proposes Director Elections & Auditor Ratification

iQSTEL Inc. announced its 2026 Annual Meeting of Stockholders to be held virtually on January 30, 2026, to vote on the election of five directors and the ratification of its independent registered public accounting firm.

Summary

• The Annual Meeting of Stockholders will be held virtually on Friday, January 30, 2026, at 10:00 a.m. EDT.
• The Record Date for stockholders entitled to vote is December 15, 2025.
• Key proposals include the election of five directors and the ratification of Urish Popeck & Co., LLC as the independent registered public accounting firm for the 2025 fiscal year.
• As of December 15, 2025, there were 4,588,785 shares of common stock outstanding, each entitled to one vote.
• There were 10,000 shares of Series A Preferred Stock outstanding, which are entitled to vote together with common stockholders at a rate of 51% of the total vote of stockholders.
• The total voting power combining common and Series A Preferred Stock is 9,364,867 votes.
• Proxy materials and the Company's Annual Report on Form 10-K for the year ended December 31, 2024, were distributed and made available on or about January 5, 2026.

Sentiment

Score: 5

Explanation: The filing is a standard, procedural proxy statement, which is inherently neutral in tone. However, the disclosures regarding significant related party transactions and the disproportionate voting power of Series A Preferred Stock introduce corporate governance concerns that prevent a higher sentiment score, despite the routine nature of the document.

Positives

• The Board of Directors recommends a vote FOR all five director nominees and FOR the ratification of Urish Popeck & Co., LLC as the independent auditor.
• An Audit Committee is in place with a financial expert (Raul Perez as Chairperson) and defined responsibilities including oversight of independent auditors, financial reporting, and risk management.
• A Compensation Committee was authorized on November 17, 2022, and is comprised of independent directors, overseeing executive and director compensation.
• A Code of Business Conduct and Ethics was approved and adopted on October 31, 2022, applicable to all directors, officers, and employees.
• No failures to file Section 16(a) reports on a timely basis were reported for the fiscal year ended December 31, 2023.

Negatives

• Significant amounts are due from related parties, totaling $630,715 as of December 31, 2024, which are unsecured, non-interest bearing, and due on demand.
• Executive compensation agreements allow for conversion of accrued salary/bonus into common stock at a 25% discount to the average market price, potentially leading to dilution.
• Series A Preferred Stock, with only 10,000 shares, holds 51% of the total voting power, concentrating control disproportionately compared to common stockholders.

Risks

• The disproportionate voting power of Series A Preferred Stock (51% of total vote from 10,000 shares) concentrates control, potentially limiting the influence of common stockholders.
• The ability for executive officers to convert accrued salary and bonuses into common stock at a 25% discount could lead to significant shareholder dilution.
• Unsecured, non-interest bearing, and due-on-demand loans to related parties, totaling $630,715 as of December 31, 2024, pose a credit risk and raise corporate governance concerns regarding potential conflicts of interest.

Future Outlook

The filing primarily outlines procedural matters for the upcoming annual meeting and historical corporate governance and compensation details. It does not provide specific forward-looking statements or guidance regarding the company's future operational or financial performance beyond the standard agenda items for the meeting.

Management Comments

• "Whether or not you attend the meeting, we urge you to vote promptly."
• "We are not aware of any other matters that will be presented and voted upon at the annual meeting."
• "If other matters are properly presented at the annual meeting for consideration, the persons named in the accompanying proxy card will have the discretion to vote for you on such matters and intend to vote the proxies in accordance with their best judgment."

Industry Context

This filing is a standard definitive proxy statement, primarily focused on corporate governance, director elections, and auditor ratification. It does not provide specific insights into broader industry trends, competitive landscape, or the company's position within the telecommunications sector, beyond the professional backgrounds of its directors and officers who have extensive experience in the telecom industry.

Comparison to Industry Standards

• The concentration of voting power, where 10,000 shares of Series A Preferred Stock control 51% of the total vote, is a significant deviation from typical corporate governance structures in publicly traded companies, where common shareholders usually hold the majority of voting power. This structure can be compared to dual-class share structures but with an even more extreme imbalance.
• The presence of substantial unsecured, non-interest bearing, due-on-demand loans from related parties ($630,715 as of December 31, 2024) is generally viewed as a corporate governance weakness and a potential conflict of interest, contrasting with best practices for transparency and arm's-length transactions seen in well-governed public companies.
• Executive compensation agreements allowing conversion of accrued salary and bonuses into common stock at a 25% discount could be considered less favorable to existing shareholders compared to market-rate compensation or performance-based equity awards without such discounts, potentially leading to greater dilution than industry norms.

Management Changes

Corporate Governance

Legal Proceedings

• No directors or officers have been involved in any legal proceedings relating to bankruptcy, insolvency, or criminal matters (other than minor offenses) in the past ten years.

Related Party Transactions

• As of December 31, 2024, the company had $630,715 due from related parties, which are unsecured, non-interest bearing, and due on demand (increased from $340,515 as of December 31, 2023).
• As of December 31, 2024, the company had $26,613 due to related parties, which are unsecured, non-interest bearing, and due on demand (unchanged from December 31, 2023).

Stakeholder Impact

• **Shareholders:** Common stockholders' voting power is significantly diluted by the Series A Preferred Stock's 51% voting control. Potential for further dilution exists due to executive compensation agreements allowing stock conversion at a discount. Related party transactions could impact the company's financial health and perceived governance.
• **Management/Directors:** Compensation includes substantial stock awards and the option to convert accrued salary/bonus into discounted common stock, aligning their interests with equity performance but also raising potential dilution concerns.
• **Auditor:** Urish Popeck & Co., LLC is proposed for ratification for the 2025 fiscal year, indicating continued engagement for financial statement audits.

Next Steps

• Stockholders are urged to vote promptly on the election of five directors and the ratification of Urish Popeck & Co., LLC as the independent registered public accounting firm for the 2025 fiscal year.
• The Annual Meeting will be held virtually on January 30, 2026, where stockholders can attend and vote electronically.
• Stockholders may submit questions in advance of the meeting via email until January 29, 2026.
• The Audit Committee will consider whether to select another registered public accounting firm if the current selection is not ratified by stockholders.

Key Dates

Recommendation

This filing is a routine definitive proxy statement for an annual meeting, primarily detailing corporate governance, director elections, and auditor ratification. It does not contain new operational results, strategic shifts, or financial performance updates that would typically drive significant share price movement. While there are notable corporate governance concerns, such as the disproportionate voting power of Series A Preferred Stock and significant related party transactions, these are disclosures for an upcoming vote rather than new, immediately impactful news. Therefore, a 'hold' recommendation is appropriate for existing investors to monitor these governance aspects, as there's no new fundamental information to warrant a strong buy or sell decision based solely on this filing.

Keywords

iQSTEL, DEF 14A, Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, Executive Compensation, Related Party Transactions, Shareholder Vote, Telecommunications, Financial Reporting