UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2018
Image Sensing Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Minnesota | | 0-26056 | | 41-1519168 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota | | 55104 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code (651) 603-7700
(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):
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| Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐
| Pre-commencement communication 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. ☐
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Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 1, 2018, Image Sensing Systems, Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders. Of the 5,210,448 shares of the Company’s common stock outstanding and entitled to vote, 4,542,656 shares, or 87%, were represented at the meeting.
(b) During the annual meeting, the Company's shareholders voted on the following matters:
Proposal 1. Election of Directors | Votes For | | Votes Withheld | | Broker Non-Votes |
Andrew T. Berger | 2,727,274 | | 275,076 | | 1,540,306 |
James W. Bracke | 2,403,430 | | 598,920 | | 1,540,306 |
Geoffrey C. Davis | 2,488,645 | | 513,705 | | 1,540,306 |
Paul F. Lidsky | 2,782,243 | | 220,107 | | 1,540,306 |
Proposal 2. Ratify the appointment of Boulay PLLP as the Company's independent registered public accounting firm for 2018.
Votes For | Votes Against | Abstain |
4,326,997 | 5,712 | 209,947 |
Proposal 3. Advisory vote to approve the compensation of the Company's named executive officers.
Votes For Votes Against Abstain Broker Non-Votes
2,724,548 34,868 242,934 1,540,306
Votes For Votes Against Abstain Broker Non-Votes
2,662,639 123,552 216,159 1,540,306
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.
Image Sensing Systems, Inc.
Date: May 3, 2018
| By /s/ | Todd C. Slawson
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| | | Todd C. Slawson | |
| | | Interim Chief Financial Officer | |
| | | (Interim Principal Financial Officer | |
| | | And Interim Principal Accounting Officer) | |
