UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
July 30, 2020
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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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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))
Securities registered to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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Common Stock, par value $0.01 per share
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ISIG
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The Nasdaq Stock Market LLC
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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
(§ 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
2020 Annual Meeting of Shareholders of Insignia Systems, Inc. (the
“Company”) was held on July 30, 2020 and the
shareholders voted on the following proposals, each as described in
detail in the definitive proxy statement relating to the meeting,
filed with the Securities and Exchange Commission on June 12,
2020.
1.
Election of four
directors.
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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3,921,253
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24,730
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7,096,333
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Kristine A.
Glancy
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3,363,660
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582,323
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7,096,333
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Chad B.
Johnson
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3,360,020
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585,963
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7,096,333
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Loren A.
Unterseher
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3,920,883
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25,100
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7,096,333
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Based
on the voting results, all four 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:
For
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Against
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Abstain
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Broker
Non-Votes
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3,286,772
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70,035
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589,176
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7,096,333
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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, 2020 was approved based on the following
vote:
For
|
Against
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Abstain
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Broker
Non-Votes
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10,937,316
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34,997
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70,003
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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 31, 2020
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By:
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/s/
Jeffrey A. Jagerson
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Jeffrey A. Jagerson
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Vice President of Finance, Chief Financial Officer and
Treasurer
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(on behalf of registrant)
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