Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Director

On August 21, 2015, the Company appointed Jack A. Smith as an independent Director of Omagine, Inc. effective September 1, 2015 and will hold office until the annual meeting of shareholders for the ensuing year or until a successor has been duly elected or qualified.

Mr. Smith will chair the audit committee and be the audit committee financial expert in addition to serving as the Board’s “lead independent Director”. He will also serve as a member of the compensation committee.

Mr. Smith has served on the boards of directors of I-Trax (Amex: DMX), Carrols Group, Inc. (NASDAQ: TAST) and Darden Restaurants (NYSE: DRI).

Mr. Smith will receive a one-time grant of 25,000 restricted shares of the Company’s common stock for his appointment to the Board which grant will also include compensation to him for the period beginning on September 1, 2015 and ending on December 31, 2015. Mr. Smith will participate in the Company’s non-employee director compensation arrangements beginning on January 1, 2015.

There is no agreement or understanding between Mr. Smith and any other person pursuant to which he was elected to the Board. The Company complies with the standards of “independence” under the NASDAQ Marketplace Rules. Accordingly, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a material relationship with our Company which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. A director who is, or at any time during the past three years, was employed by Omagine or by any parent or subsidiary of Omagine, shall not be considered independent. Accordingly Jack A. Smith meets the definition of an “independent director” under NASDAQ Marketplace Rule 5605(a)(2). Mr. Smith is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 

Item 7.01 Regulation FD Disclosure.

On August 24, 2015 the Company issued a press release announcing the appointment of Jack A. Smith as an independent Director to its Board of Directors.

A copy of the press release is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Exhibit Number and Description:

SIGNATURES

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 hereunto duly authorized.

Dated: August 24, 2015