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
 
July 30, 2020
Date of Report (Date of Earliest Event Reported)
 
Insignia Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Minnesota
 
001-13471
 
41-1656308
(State of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
8799 Brooklyn Blvd.Minneapolis, Minnesota
 
55445
(Address of Principal Executive Offices)
 
(Zip Code)
 
(763) 392-6200
(Registrant’s Telephone Number, Including Area Code)
 
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
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
ISIG
 
The Nasdaq Stock Market LLC
 
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 5.07 
Submission of Matters to a Vote of Security Holders.
 
The 2020 Annual Meeting of Shareholders of Insignia Systems, Inc. (the “Company”) was held on July 30, 2020 and the shareholders voted on the following proposals, each as described in detail in the definitive proxy statement relating to the meeting, filed with the Securities and Exchange Commission on June 12, 2020.
 
 
1.
Election of four directors.
 
Nominee
 
For
 
 
Withheld
 
 
Broker Non-Votes
 
Jacob J. Berning
  3,921,253 
  24,730 
  7,096,333 
Kristine A. Glancy
  3,363,660 
  582,323 
  7,096,333 
Chad B. Johnson
  3,360,020 
  585,963 
  7,096,333 
Loren A. Unterseher
  3,920,883 
  25,100 
  7,096,333 
 
Based on the voting results, all four nominees were elected to serve for one year, or until their respective successor is elected.
 
 
2.
The proposal to approve, by non-binding vote, the Company’s executive compensation received advisory approval based on the following vote:
 
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Votes
 
  3,286,772 
  70,035 
  589,176 
  7,096,333 
 
3.
The proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm for the year ending December 31, 2020 was approved based on the following vote:
 
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Votes
 
  10,937,316 
  34,997 
  70,003 
  0 
 
 
 
 
 
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.
 
 
INSIGNIA SYSTEMS, INC.
 
 
 
 
 
 
Date: July 31, 2020
 By:
/s/ Jeffrey A. Jagerson
 
 
 
 
Jeffrey A. Jagerson
 
 
 
 
Vice President of Finance, Chief Financial Officer and Treasurer
 
 
 
 
(on behalf of registrant)