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): May 16, 2023
INTRUSION INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-39608 | 75-1911917 |
(State or Other Jurisdiction
of Incorporation) | (Commission File
Number) | (IRS Employer
Identification No.) |
101 East Park Blvd, Suite 1200
Plano, Texas | 75074 |
| (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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | INTZ | NASDAQ Capital Market |
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. ☐
Item 5.07 — Submission of Matters to a Vote of Security Holders
Intrusion Inc. (“Intrusion”) held its Annual Meeting of Stockholders on May 16, 2023 (the “Annual Meeting”). At the Annual Meeting, Intrusion’s stockholders voted on four proposals, each of which is described in more detail in Intrusion’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2023. Present at the Annual Meeting in person or by proxy were holders representing 16,484,346 shares of Common Stock, representing 16,484,346 votes and approximately 78.16% of the eligible votes, constituting a quorum. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions and broker non-votes, if applicable, with respect to each matter.
The stockholders of Intrusion voted on the following items at the Annual Meeting:
| 1. | To elect five (5) directors to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: Anthony Scott; Anthony J. LeVecchio; James F. Gero; Katrinka B. McCallum; and, Gregory K. Wilson |
| 2. | To ratify the appointment of Whitley Penn LLP as independent auditors of the Company for the fiscal year ending December 31, 2023; |
| 3. | To approve the Amended 2021 Omnibus Incentive Plan of Intrusion Inc.; and, |
| 4. | To approve the 2023 Employee Stock Purchase Plan of Intrusion Inc. |
The nominees for director proposed by Intrusion were elected to serve until Intrusion’s 2024 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. The voting results were as follows:
| DIRECTOR | Votes For | Abstentions | Broker Non-Votes |
| ANTHONY SCOTT | 8,360,152 | 110,558 | 8,013,636 |
| ANTHONY J. LEVECCHIO | 8,046,565 | 424,145 | 8,013,636 |
| JAMES F. GERO | 8,040,934 | 429,776 | 8,013,636 |
| KATRINKA B. MCCALLUM | 8,006,463 | 464,247 | 8,013,636 |
| GREGORY K. WILSON | 7,981,837 | 488,873 | 8,013,636 |
Stockholders ratified the appointment of Whitley Penn LLP as Intrusion’s independent registered public accounting firm for Intrusion’s fiscal year ending December 31, 2023. The voting results were as follows;
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 16,445,868 | | 17,073 | | 21,405 | | – |
Stockholders approved the Amended 2021 Omnibus Incentive Plan. The voting results were as follows:
��
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 7,868,001 | | 597,749 | | 4,960 | | 8,013,636 |
Stockholders approved the 2023 Employee Stock Purchase Plan. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 8,340,658 | | 80,924 | | 49,128 | | 8,013,636 |
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.
| | INTRUSION INC. |
| | |
| Dated: May 22, 2023 | By: | /s/ Kimberly Pinson |
| | | Kimberly Pinson |
| | | Chief Financial Officer |
