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): June 15, 2017
I.D. SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-15087 | 22-3270799 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 123 Tice Boulevard, Woodcliff Lake, New Jersey | 07677 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (201) 996-9000
(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):
| [ ] | 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 (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. [ ]
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
I.D. Systems, Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”) on June 15, 2017. At the Annual Meeting, the Company’s stockholders were asked to vote upon:
| 1. | The election of five directors, each to serve until the Company’s 2018 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Kenneth Brakebill, Michael Brodsky, Michael Casey, Ron Konezny and Chris Wolfe; |
| 2. | The ratification of the appointment of EisnerAmper LLP (“EisnerAmper”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017; |
| 3. | An advisory (non-binding) vote to approve the Company’s executive compensation; and |
| 4. | An advisory (non-binding) vote on the frequency of future stockholder advisory votes to approve the Company’s executive compensation. |
The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 12,256,304 of the 14,072,714 shares of the Company’s common stock entitled to vote, were as follows:
| 1. | The election of each of Messrs. Brakebill, Brodsky, Casey, Konezny and Wolfe as directors of the Company to serve until the 2018 annual meeting of stockholders and until their respective successors are duly elected and qualified was approved as follows: |
| For | Withheld | Broker Non-Votes | ||||||||||
| Kenneth Brakebill | 8,619,772 | 269,825 | 3,366,707 | |||||||||
| Michael Brodsky | 8,388,362 | 501,235 | 3,366,707 | |||||||||
| Michael Casey | 8,391,422 | 498,175 | 3,366,707 | |||||||||
| Ron Konezny | 7,314,865 | 1,574,732 | 3,366,707 | |||||||||
| Chris Wolfe | 8,799,422 | 90,175 | 3,366,707 | |||||||||
| 2. | The stockholders ratified the appointment of EisnerAmper as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The voting results were as follow: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 12,247,370 | 3,841 | 5,093 | — | |||||||||||
| 3. | The stockholders approved an advisory resolution on executive compensation. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 8,576,109 | 298,259 | 15,229 | 3,366,707 | |||||||||||
| 4. | The stockholders approved an advisory resolution on the frequency of future stockholder advisory votes on executive compensation. The voting results were as follows: |
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||
| 8,252,589 | 9,877 | 618,343 | 8,788 | |||||||||||
Based on the approval of the stockholders, the Company’s board of directors has determined that it will hold an advisory vote on the compensation of its executive officers every year until the next required vote on the frequency of such an advisory vote.
SIGNATURE
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.
| I.D. SYSTEMS, INC. | ||
| By: | /s/ Ned Mavrommatis | |
| Name: | Ned Mavrommatis | |
| Title: | Chief Financial Officer | |
Date: June 16, 2017