6-K
KELSO TECHNOLOGIES INC (KIQSF)
UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 6-K
Report Of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of June 2025
Commission File No. 001-36685
Kelso Technologies Inc.
(Translation of registrant's name into English)
305 - 1979 Old Okanagan Hwy, West Kelowna, British Columbia V4T 3A4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
SUBMITTED HEREWITH
| 99.1 | News Release dated June 4, 2025 |
|---|---|
| 99.2 | Kelso Report of Voting Results |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KELSO TECHNOLOGIES INC.
/s/ Frank Busch
Frank Busch Interim Chief Executive Officer
Date: June 4, 2025
Kelso Technologies Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
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NEWS RELEASE |
|---|---|
| Kelso Technologies Inc. | June 4, 2025 |
| Canada: TSX: KLS | |
| KELSO TECHNOLOGIES INC.<br><br> <br>ANNOUNCES 2025 ANNUAL GENERAL AND SPECIAL MEETING RESULTS | |
| --- |
West Kelowna, British Columbia and Bonham, Texas - Kelso Technologies Inc. ("Kelso" or the "Company"), (TSX: KLS) is pleased to announce the detailed voting results from the Annual General and Special Meeting of shareholders held on June 3, 2025 (the "Meeting").
A total of 24,737,277 common shares of the 55,160,086 common shares outstanding at the record date were voted at the Meeting, representing 44.85% of the issued and outstanding common shares of the Company at the record date.
Election of Directors
At the Meeting, the shareholders set the number of directors to be elected at five, with 96.2% For and 3.8% Against.
Each of the following nominees set forth in the Company's management information circular dated April 21, 2025 was elected as a director of the Company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed:
| Nominee | % Votes For | % Votes Withheld |
|---|---|---|
| Frank Busch | 81.24% | 18.76% |
| Paul Cass | 77.37% | 22.63% |
| Laura Roach | 80.43% | 19.57% |
| Jesse V. Crews | 76.69% | 23.31% |
| Mark Temen | 81.06% | 18.94% |
Appointment of Auditors
At the Meeting the shareholders also approved the reappointment of Smythe, LLP as the auditors of the Company with voting of 92.03% For and 7.97% Withheld.
Omnibus Equity Incentive Plan
At the Meeting, the adoption of the Omnibus Equity Incentive Plan was approved, with 69.56% For and 30.44% Against.
After the Meeting the following officers were appointed:
Frank Busch - President and Chief Executive Officer
Sameer Uplenchwar - Chief Financial Officer
*Anthony Andrukaitis - Chief Operating Officer (retiring June 30, 2025)
Maureen O'Hanley Doucette - Corporate Secretary
*Amanda Smith, Vice President Operations (moving to COO on July 1, 2025)
Patrick Hankey, Controller, Kelso Technologies (USA) Inc.
About Kelso Technologies
Kelso is a diverse transportation equipment company that specializes in the creation, production, sales and distribution of proprietary products used in rail and automotive transportation. The Company's rail equipment business has been developed as a designer and reliable domestic supplier of unique high-quality rail tank car valves that provide for the safe handling and containment of commodities during rail transport. Kelso products are specifically designed to address the challenging issues of public safety, worker well-being and potential environmental harm while providing effective and efficient operational advantages to customers. Kelso's innovation objectives are to create products that diminish the potentially dangerous effects of human and technology error through the use of the Company's portfolio of proprietary products.
For a more complete business and financial profile of the Company, please view the Company's website at www.kelsotech.com and public documents posted under the Company's profile on SEDAR in Canada and on EDGAR in the United States.
On behalf of the Board of Directors,
Frank Busch
President and Chief Executive Officer
Legal Notice Regarding Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements are indicated expectations or intentions. Forward-looking statements in this news release include the resignation of Mr. Andrukaitis as Chief Operating Officer and the promotion of Ms. Smith to the role of Chief Operating Officer of the Company and the expected timing thereof. Although Kelso believes the Company's anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, they can give no assurance that such expectations will prove to be correct. The reader should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Kelso to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. Except as required by law, the Company does not intend to update the forward-looking information and forward-looking statements contained in this news release.
For further information, please contact:
| Frank Busch<br>Chief Executive Officer<br>Email: investor@kelsotech.com | Sameer Uplenchwar<br>Chief Financial Officer<br>Email: investor@kelsotech.com | Head office:<br>305 - 1979 Old Okanagan Hwy,<br>West Kelowna, BC V4T 3A4<br>www.kelsotech.com |
|---|
Kelso Technologies Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

KELSO TECHNOLOGIES INC.
(the "Corporation")
Annual General and Special Meeting of Shareholders
June 3, 2025
(the "Meeting")
REPORT OF VOTING RESULTS
| Common Shares represented at the Meeting: | 24,737,277 |
|---|---|
| Total issued and outstanding Common Shares as at Record Date: | 55,160,086 |
| Percentage of issued and outstanding Common Shares represented: | 44.85% |
The following matters were voted on at the Meeting:
Appointment of Auditor
Based on proxies received and votes cast by show of hands during the Meeting, Smythe LLP, Chartered Professional Accountants were appointed as auditors of the Corporation for the ensuing year and the Directors of the Corporation were authorized to fix the remuneration of the auditor, with the following results:
| Votes For | % Votes For | Votes Withheld | % Votes Withheld |
|---|---|---|---|
| 22,766,151 | 92.03% | 1,971,125 | 7.97% |
Set the Number of Directors at Five
Based on proxies received and votes cast by show of hands during the Meeting, the number of Directors of the Corporation was set at five, with the following results:
| Votes For | % Votes For | Votes Against | % Votes Against |
|---|---|---|---|
| 23,797,415 | 96.2% | 939,862 | 3.8% |
Election of Directors
Based on proxies received and votes conducted by ballot during the Meeting, the following individuals were elected as directors of the Corporation until the next annual shareholders' meeting, with the following results:
| Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld |
|---|---|---|---|---|
| Frank Busch | 12,145,493 | 81.24% | 2,805,177 | 18.76% |
| Paul Cass | 11,567,203 | 77.37% | 3,383,468 | 22.63% |
| Laura Roach | 12,025,239 | 80.43% | 2,925,432 | 19.57% |
| Jesse V. Crews | 11,465,160 | 76.69% | 3,485,510 | 23.31% |
| Mark Temen | 12,119,020 | 81.06% | 2,831,651 | 18.94% |
Adoption of Omnibus Equity Incentive Plan
Based on proxies received and votes conducted by ballot during the Meeting, the adoption of the omnibus equity incentive plan was not approved, with the following results:
| Votes For | % Votes For | Votes Against | % Votes Against |
|---|---|---|---|
| 10,399,894 | 69.56% | 4,550,776 | 30.44% |
