UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 11, 2017
Image Sensing Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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Minnesota |
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0-26056 |
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41-1519168 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota |
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55104 | ||
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(Address of Principal Executive Offices) |
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(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 Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 11, 2017, Image Sensing Systems, Inc. (the “Company”) held its 2017 Annual Meeting of Shareholders. Of the 5,094,473 shares of the Company’s common stock outstanding and entitled to vote, 4,584,046 shares, or 90%, were represented at the meeting.
(b) During the annual meeting, the shareholders voted on the following matters:
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Proposal 1. Election of Directors |
Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Andrew T. Berger |
2,976,310 |
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16,374 |
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1,591,362 |
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James W. Bracke |
2,608,632 |
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384,052 |
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1,591,362 |
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Geoffrey C. Davis |
2,977,010 |
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15,674 |
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1,591,362 |
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Paul F. Lidsky |
2,681,012 |
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311,672 |
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1,591,362 |
Proposal 2. Ratification of appointment of our Independent Registered Public Accounting Firm.
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Votes For |
Votes Against |
Abstain |
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4,551,542 |
12,093 |
20,411 |
Proposal 3. Advisory vote to approve the compensation of our named executive officers.
Votes For Votes Against Abstain Broker Non-Votes
2,933,886 41,614 17,184 1,591,362
Proposal 4. Approve the adoption of a Section 382 amendment to our rights agreement designed to preserve our net operating loss carryforwards and other tax benefits.
Votes For Votes Against Abstain Broker Non-Votes
2,843,424 144,576 4,684 1,591,362
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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 16, 2017
By /s/ Richard A. Ehrich
Richard A. Ehrich
Chief Financial Officer
(Principal Financial Officer
And Principal Accounting Officer)
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