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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July 20, 2018
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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
2018 Annual Meeting of Shareholders of Insignia Systems, Inc. (the
“Company”) was held on July 20, 2018, in Minneapolis,
Minnesota. Set forth below are the proposals voted upon at the
annual meeting and the final voting results received from First
Coast Results, Inc., the independent inspector of election for the
annual meeting. Each proposal is described in detail in the
definitive proxy statement relating to the annual meeting filed on
behalf of the Company on June 1, 2018 (File No.
001-13471).
1.
Election of six
directors.
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Nominee
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For
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Withheld
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Broker
Non-Votes
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Jacob J.
Berning
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7,586,835
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91,873
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18,082
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Suzanne L.
Clarridge
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7,660,326
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18,382
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18,082
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Kristine A.
Glancy
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7,589,184
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89,524
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18,082
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Loren A.
Unterseher
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7,659,173
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19,535
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18,082
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Rachael B.
Vegas
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7,587,584
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91,124
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18,082
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Steven R.
Zenz
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7,120,495
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558,213
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18,082
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Based
on the voting results, all six nominees were elected to serve for
one year, or until their respective successor is
elected.
2.
The proposal to
approve, by non-binding vote, the Company’s executive
compensation received advisory approval based on the following
vote:
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For
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Against
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Abstain
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Broker
Non-Votes
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6,641,849
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157,215
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879,644
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18,082
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3.
The proposal to
ratify the appointment of Baker Tilly Virchow Krause, LLP as the
independent registered public accounting firm for the year ending
December 31, 2018 was approved based on the following
vote:
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For
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Against
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Abstain
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Broker
Non-Votes
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7,163,942
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16,518
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498,248
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18,082
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4.
The proposal to
approve the Company’s 2018 Equity Incentive Plan was approved
based on the following vote:
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For
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Against
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Abstain
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Broker
Non-Votes
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6,783,857
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374,462
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520,389
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18,082
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5.
The proposal to
approve the Company’s Employee Stock Purchase Plan as amended
and restated May 21, 2018 was approved based on the following
vote:
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For
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Against
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Abstain
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Broker
Non-Votes
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7,045,543
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123,282
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509,883
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18,082
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6.
The proposal to
approve voting rights under the Minnesota Control Share Acquisition
Act was approved based on the following:
a.
The affirmative
vote of the holders of a majority of all shares entitled to vote,
including all shares beneficially owned by (i) the shareholder
group comprising Air T, Inc., Groveland Capital LLC, and Nicholas
J. Swenson, (ii) any officer of the Company, and (iii) any employee
of the Company who is also a director of the Company (collectively,
the “Interested Shares”):
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For
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Against
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Abstain
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Broker
Non-Votes
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8,234,047
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200,850
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658,312
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0
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b.
The affirmative
vote of the holders of a majority of the voting power entitled to
vote, excluding the Interested Shares:
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For
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Against
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Abstain
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Broker
Non-Vote
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4,348,865
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200,850
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554,866
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0
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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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Date: July 24,
2018
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By: /s/ Kristine A.
Glancy
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President and Chief
Executive Officer
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(on
behalf of registrant)
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