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
February 27, 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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(Former
Name or Former Address, if Changed Since Last Report.)
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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, $0.01 par value
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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
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 27, 2020, our Board of Directors (the
“Board”), appointed Chad B. Johnson to serve as an
additional director to fill an existing vacancy on the Board. Mr.
Johnson will initially serve on the Board’s Audit
Committee.
The
Board and its Governance, Compensation and Nominating Committee
considered Mr. Johnson for appointment pursuant to the nomination
and evaluation procedures for substitute nominees set forth in the
previously announced Cooperation Agreement dated May 17, 2018 with
Nick Swenson, Air T, Inc., and Groveland Capital LLC (the
“Cooperation
Agreement”), the text of which is provided as Exhibit
10.1 to this report and incorporated herein by
reference.
Item
9.01.
Financial
Statements and Exhibits.
Exhibit No.
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Description
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Method of Filing
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Cooperation
Agreement with Nick Swenson, Air T, Inc., and Groveland Capital
LLC, dated May 17, 2018 (incorporated by reference to Exhibit 10.1
to Registrant’s Form 8-K filed May 18, 2018)
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Incorporated
By Reference
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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: March 2, 2020
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By
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/s/ Kristine A. Glancy
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Kristine A. Glancy
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President
and Chief Executive Officer
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