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
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June 6, 2017
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Date of
Report (Date of Earliest Event Reported)
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Insignia Systems,
Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Minnesota
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001-13471
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41-1656308
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8799 Brooklyn Blvd.Minneapolis, Minnesota
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55445
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(763) 392-6200
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report.)
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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):
☐
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter):
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. ☐
Item
5.07.
Submission of Matters to a Vote of Security Holders
The
2017 Annual Meeting of Shareholders (the “Annual Meeting") of
Insignia Systems, Inc. (“Insignia” or the
“Company") was held on June 6, 2017, in Minneapolis,
Minnesota. At the Annual Meeting, there were present in person or
by proxy 11,160,557 shares of the Company’s common stock,
representing 94.89% of the total outstanding shares. At the Annual
Meeting, the Company’s shareholders (1) elected five members
of the Board of Directors of the Company; (2) approved, by
non-binding vote, the Company’s executive compensation; (3)
recommended, by non-binding vote, the frequency of future votes on
executive compensation; and (4) ratified the appointment of Baker
Tilly Virchow Krause, LLP as the Company’s independent
registered public accounting firm for the year ending December 31,
2017.
The
final voting results were:
1.
The following directors were elected to serve for one year, and
until their successors are elected:
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Nominee
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Jacob J.
Berning
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7,996,777
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169,641
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2,994,139
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Kristine A.
Glancy
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7,568,350
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598,068
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2,994,139
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Rachael B.
Vegas
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5,502,976
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2,663,442
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2,994,139
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F. Peter
Zaballos
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5,493,247
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2,673,171
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2,994,139
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Steven R.
Zenz
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5,494,697
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2,671,721
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2,994,139
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2.
The shareholders
present in person or by proxy voted to approve, by non-binding
vote, the Company’s executive compensation by a vote of
7,611,506 shares in favor, 510,395 shares against, 44,517 shares
abstaining and 2,994,139 broker non-votes.
3.
The shareholders
present in person or by proxy voted to approve, by non-binding
vote, that future votes on executive compensation will be held
every year. The number of votes cast for each option was as
follows:
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Every 1 Year
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7,487,020
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Every 2 Years
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2,829
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Every 3 Years
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592,464
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Abstain
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84,105 |
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On June
6, 2017, the Board of Directors reviewed the shareholder vote on
this item, and determined that future say-on-pay votes for
executive compensation will be held annually, until the next
required vote on the frequency of say-on-pay voting.
4.
The shareholders
present in person or by proxy voted to ratify the appointment of
Baker Tilly Virchow Krause, LLP as the independent registered
public accounting firm for the year ended December 31, 2017, by a
vote of 10,651,254 shares in favor, 465,171 shares against and
44,132 shares abstaining.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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INSIGNIA
SYSTEMS, INC.
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Dated:
June 7, 2017
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By:
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/s/
Kristine A. Glancy
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Kristine
A. Glancy
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President
and Chief Executive Officer
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(on
behalf of registrant)
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