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 8, 2019
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.) |
| |
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):
| ☐
| 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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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 |
| ISNS |
| The NASDAQ Capital Market |
|
| Preferred Stock Purchase Rights |
| ISNS |
| The NASDAQ Capital Market |
|
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the annual meeting of the shareholders of Image Sensing Systems, Inc. (the "Company") held on May 8, 2019, the Company's shareholders, upon the recommendation of the Board of Directors, approved an amendment to the Image Sensing Systems, Inc. 2014 Stock Options and Incentive Plan (as amended, the "Plan") to authorize an additional 100,000 shares for issuance under the Plan.
A summary of the Plan was included as part of Proposal 5 in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2019. The summary of the Plan contained in the proxy statement is qualified by and subject to the full text of the Plan, which was included as Appendix A to the proxy statement and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 8, 2019, the Company held its 2019 Annual Meeting of Shareholders. Of the 5,279,485 shares of the Company’s common stock outstanding and entitled to vote, 4,559,797 shares, or 86%, 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 | 2,042,660 |
| 325,118 |
| 2,192,019 |
| James W. Bracke | 1,682,724 |
| 685,054 |
| 2,192,019 |
| Joseph P. Daly | 2,334,508 |
| 33,270 |
| 2,192,019 |
| Geoffrey C. Davis | 1,904,391 |
| 463,387 |
| 2,192,019 |
| Paul F. Lidsky | 1,750,576 |
| 617,202 |
| 2,192,019 |
| Proposal 2. Ratify the appointment of Boulay PLLP as the Company's independent registered public accounting firm for 2019.
|
|
|
|
|
|
|
|
|
|
|
| Votes For |
| Votes Against |
| Abstain |
|
|
|
|
| 4,492,620 |
| 64,843 |
| 2,334 |
|
|
|
|
| Proposal 3. Advisory vote to approve the compensation of the Company's named executive officers.
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|
|
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| Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
|
|
| 1,974,913 |
| 92,030 |
| 300,835 |
| 2,192,019 |
|
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| Proposal 4. Advisory vote on how frequently shareholders should vote on the compensation of the Company's named executive officers.
|
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|
| 1 Year |
| 2 Years |
| 3 Years |
| Abstain |
| Broker Non-Votes |
| 1,355,562 |
| 2,405 |
| 989,719 |
| 20,092 |
| 2,192,019 |
