iQSTEL Inc 8-K

What Happened iQSTEL Inc. announced on July 7, 2026 that its Board approved amendments to the employment agreements of CEO Leandro Jose Iglesias and CFO Álvaro Quintana Cardona. Cash compensation changes are effective immediately: Mr. Iglesias’ monthly base salary was increased from $31,000 to $37,800 (the increase incorporates a previously approved $6,800 monthly relocation allowance), and the Board approved a two‑month cash performance bonus for Mr. Iglesias to recognize relocation expenses. The amendments also allow annual performance bonuses for both executives to be paid any time beginning 15 days after the Company files its Form 10‑K.

The Board also approved material changes to equity compensation that will only become effective upon stockholder approval under Nasdaq Listing Rule 5635(c). The prior annual equity incentives (up to 1,000,000 common shares for Mr. Iglesias and up to 800,000 common shares for Mr. Quintana Cardona) would be replaced by an annual equity performance incentive of up to 50,000 Series B Preferred Shares per executive. For fiscal 2025, subject to shareholder approval, the Board approved grants of 20,000 Series B Preferred Shares to Mr. Iglesias and 14,000 Series B Preferred Shares to Mr. Quintana Cardona. The company will seek approval via a Schedule 14C information statement; no Series B shares will be issued until approval is obtained.

Key Details

• Board action date: July 7, 2026; cash changes effective immediately.
• CEO monthly base salary: increased from $31,000 to $37,800 (includes $6,800 relocation allowance).
• Two‑month cash performance bonus approved for CEO for relocation expenses (payment per employment agreement).
• Equity changes replace prior common‑share incentives (1,000,000 and 800,000) with up to 50,000 Series B Preferred Shares per year; FY‑2025 grants of 20,000 (CEO) and 14,000 (CFO) are subject to shareholder approval under Nasdaq Rule 5635(c).

Why It Matters These amendments affect executive pay and potential future equity awards. The immediate cash changes increase the CEO’s reported base salary and authorize a relocation‑related bonus, which could change near‑term compensation expense. The proposed shift from common‑share incentives to Series B Preferred Shares would change the form of long‑term equity compensation and requires shareholder approval before taking effect, so investors should watch the upcoming Schedule 14C filing and any proxy or shareholder vote materials for details on rights and potential impact on capitalization.