Monitor the outcome of the advisory say-on-pay vote and the proposal to increase the Stock Incentive Plan share reserve. The sharp decline in net income combined with a large CEO pay package may draw shareholder scrutiny, though the CEO's 34.3% ownership stake provides significant voting control.
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Executive Summary
Flexible Solutions International filed its definitive proxy statement for the 2026 annual meeting. The meeting will include the election of six directors, a proposal to increase the Stock Incentive Plan share reserve from 1,500,000 to 2,500,000 shares, and advisory votes on executive compensation. CEO Daniel O'Brien received total compensation of $618,000 in 2025, down from $916,000 in 2024, while net income fell sharply to $786,894 from $3,038,529. The filing is routine with no contested items or shareholder proposals.
Key Facts
- Annual meeting scheduled for November 20, 2026; record date October 6, 2026.
- 12,774,498 shares of common stock outstanding as of record date.
- Proposal to increase Stock Incentive Plan share reserve from 1,500,000 to 2,500,000 shares.
- CEO Daniel O'Brien total compensation: $618,000 in 2025 vs $916,000 in 2024.
- CEO Compensation Actually Paid (CAP): $1,012,400 in 2025 vs $1,444,000 in 2024.
- Net income declined to $786,894 in 2025 from $3,038,529 in 2024.
- Total Shareholder Return (TSR) based on $100 investment: $352.09 in 2025 vs $189.01 in 2024.
- All six director nominees are incumbents; no contested elections.
- John Bientjes resigned as director on August 31, 2026; Dr. Kim Reid appointed same day.
- Audit fees: $246,213 paid to Assure CPA, LLC in FY2025.
- CEO Daniel O'Brien beneficially owns 34.3% of outstanding shares.
- No shareholder proposals were submitted for the meeting.
Financial Impact
CEO total compensation decreased 32.5% YoY from $916,000 to $618,000. Net income declined 74.1% from $3,038,529 to $786,894. The proposed increase in the Stock Incentive Plan could result in dilution of up to 1,000,000 additional shares (7.8% of current outstanding).
Risk Factors
- Potential dilution of up to 7.8% from proposed increase in Stock Incentive Plan shares.
- Sharp decline in net income (74% YoY) may signal operational challenges.
- CEO compensation remains high relative to declining profitability.
- No nominating committee or formal director candidate evaluation process.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001493152-26-046034 |
| Document: 0001493152-26-046034-index-headers.html | 0001493152-26-046034 |
| Document: 0001493152-26-046034-index.html | 0001493152-26-046034 |
| Document: 0001493152-26-046034.txt | 0001493152-26-046034 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | Press Release | $6.31 $6.36 | ▲ +0.76% | ▲ +0.91% | $6.26 (−0.79%) |
Oct 6, 2026 19d ago | DEF 14A | $6.28 $6.01 | ▼ −4.30% | ▼ −3.32% | $6.26 (−0.32%) |
Sep 1, 2026 7w ago | 8-K | $5.78 $5.70 | ▼ −1.38% | ▼ −1.47% | $6.26 (+8.30%) |
Aug 18, 2026 9w ago | 8-K | $5.25 $5.50 | ▼ −4.76% | ▼ −4.96% | $6.26 (−19.24%) |
Aug 14, 2026 10w ago | Press Release | $5.39 $5.30 | ▲ +1.67% | ▲ +0.48% | $6.26 (−16.14%) |
Jul 20, 2026 14w ago | Press Release | $5.22 $5.00 | ▲ +4.21% | ▲ +2.99% | $6.26 (−19.92%) |
Jul 1, 2026 16w ago | 8-K | $6.56 $5.96 | ▲ +9.15% | ▲ +9.41% | $6.26 (+4.57%) |
Jul 1, 2026 16w ago | 424B5 | $6.56 $5.96 | ▲ +9.15% | ▲ +9.41% | $6.26 (+4.57%) |
Jun 8, 2026 20w ago | 8-K | $6.40 $6.37 | ▼ −0.47% | ▼ −2.58% | $6.26 (−2.19%) |
May 18, 2026 23w ago | 8-K | $6.10 $6.44 | ▲ +5.57% | ▲ +3.96% | $6.26 (+2.62%) |
US Market Status
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