UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 10, 2016
Image Sensing Systems, Inc.
(Exact name of registrant as specified in its charter)
| Minnesota | 0-26056 | 41-1519168 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota | 55104 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (651) 603-7700
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 10, 2016, Image Sensing Systems, Inc. (the “Company”) held its 2016 Annual Meeting of Shareholders. Of the 5,039,039 shares of the Company’s common stock outstanding and entitled to vote, 4,640,778 shares, or 92.1%, were represented at the meeting.
(b) During the annual meeting, the shareholders voted on the following matters:
Proposal 1. Election of Directors
| Votes For | Votes Withheld | Broker Non-Votes | ||||
| Dale E. Parker | 2,922,395 | 178,675 | 1,539,708 | |||
| James W. Bracke | 2,508,103 | 592,967 | 1,539,708 | |||
| Melissa B. Fisher | 2,483,833 | 617,237 | 1,539,708 | |||
| Paul F. Lidsky | 2,490,491 | 610,579 | 1,539,708 | |||
| Andrew T. Berger | 2,920,574 | 180,496 | 1,539,708 |
Proposal 2. Ratification of appointment of our Independent Registered Public Accounting Firm.
| Votes For | Votes Against | Abstain | ||||
| 4,558,992 | 71,576 | 10,210 |
Proposal 3. Advisory vote to approve the compensation of our named executive officers.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 2,406,687 | 638,416 | 55,967 | 1,539,708 |
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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.
| Image Sensing Systems, Inc. | ||
| Date: May 24, 2016 | ||
| By | /s/ Dale E. Parker | |
| Dale E. Parker Interim President, Interim Chief Executive Officer and Chief Financial Officer (Interim Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||
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