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): May 16, 2019
INTRUSION INC. |
(Exact Name of Registrant as Specified in Its Charter) |
Delaware | 000-20191 | 75-1911917 |
(State or Other Jurisdiction | (Commission | (IRS Employer |
1101 East Arapaho Road, Suite 200, Richardson, Texas | 75081 |
(Address of Principal Executive Offices) | (Zip Code) |
(972) 234-6400 |
(Registrant’s Telephone Number, Including Area Code) |
|
NOT APPLICABLE |
(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:
☐ | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | INTZ | OTCQB Venture Market |
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 16, 2019. Matters submitted to the stockholders of the Company entitled to vote at the Annual Meeting (the “Stockholders”) and voted upon at the Annual Meeting, which are more fully described in the Company's proxy statement, filed with the Securities and Exchange Commission on March 29, 2019, were: (1) the election of five directors to serve until the 2020 Annual Meeting of Stockholders of the Company, (2) the ratification of the selection of Whitley Penn LLP as the Company’s independent auditors for fiscal year 2019, (3) an advisory vote on executive compensation and (4) an advisory vote on the frequency of the advisory vote on executive compensation.
On March 29, 2019, the record date for the Annual Meeting, there were 13,515,236 shares of Common Stock and 318,000 shares of as converted common from preferred stock issued, outstanding and entitled to vote. Stockholders holding 13,438,850 shares were present at the meeting, in person or represented by proxy.
Each of the director nominees set forth below was elected to hold office until his respective successor is duly elected and qualified or until his earlier death, resignation or removal. The Stockholders ratified the selection of Whitely Penn LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019. The Stockholders also approved an an advisory vote on executive compensation and an advisory vote on the frequency (3 years) of the advisory vote on executive compensation.
The table below shows the number votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding the election of the five directors to serve until the 2020 Annual Meeting of Stockholders of the Company.
Name of Director Nominee | For | Against | Withheld | Abstentions | Broker Non-Votes |
G. Ward Paxton | 10,124,611 | 17,262 | 3,296,977 | ||
T. Joe Head | 10,124,579 | 17,294 | 3,296,977 | ||
Dale A. Booth | 10,130,253 | 11,620 | 3,296,977 | ||
James F. Gero | 10,130,252 | 11,621 | 3,296,977 | ||
Donald M. Johnston | 10,126,778 | 15,095 | 3,296,977 |
The table below shows the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding the ratification of the selection of Whitely Penn LLP as the Company’s independent auditors for fiscal year 2019.
For | Against | Withheld | Abstentions | Broker Non-Votes |
13,434,638 | 3,789 | 423 |
The table below shows the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding an advisory vote on executive compensation.
For | Against | Withheld | Abstentions | Broker Non-Votes |
10,094,440 | 40,115 | 7,318 | 3,296,977 |
The table below shows the number of votes cast for an advisory vote on the frequency of the advisory vote on executive compensation, 3 years, 2 years or 1 year, as well as the number of abstentions.
3 Years | 2 Years | 1 Year | Abstentions |
8,245,830 | 24,544 | 1,870,612 | 887 |
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.
INTRUSION INC. | |||
Dated: May 16, 2019 | By: | /s/ MICHAEL L. PAXTON | |
Michael L. Paxton | |||
Chief Financial Officer |
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