8-K 1 MainDocument.htm FORM 8-K DATED MAY 5, 2021

 

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 4, 2021

 

________________________

Image Sensing Systems, Inc.

(Exact name of registrant as specified in its charter) 

 

Minnesota

0-26056

41-1519168

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

        

Spruce Tree Centre, Suite 400, 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.)

________________________

 

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

 

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 Instructions A.2. below):

 

[ ]    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))


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 4, 2021, Image Sensing Systems, Inc. (the "Company") held its 2021 annual meeting of shareholders.  Of the 5,352,626 shares of the Company's common stock outstanding and entitled to vote, 4,179,822 shares, or 78%, 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
2,688,740
316,724
1,335,361

James W. Bracke
2,473,847
531,617
1,335,361
Joseph P. Daly
2,994,535
10,929
1,335,361
Geoffrey C. Davis
2,993,422
12,042
1,335,361
Paul F. Lidsky
2,769,075
236,389
1,335,361
Brian J. VanDerBosch
2,988,562
16,902
1,335,361

 

Proposal 2.  Ratify the appointment of Boulay PLLP as the Company's independent registered public accounting firm for 2021.

 


 Votes For
Votes Against
Abstain


4,167,602
10,892
1,328

 

Proposal 3.  Advisory vote to approve the compensation of the Company's named executive officers.

 


 Votes For
Votes Against
Abstain
Broker Non-Votes

2,951,456
46,036
7,972
1,335,361

 

Proposal 4.  Approve the adoption of an amendment to the Company's Section 382 rights agreement designed to preserve the Company's net operating loss carry forwards and other tax benefits.

 


 Votes For
Votes Against
Abstain
Broker Non-Votes

2,877,213
119,506
8,745
1,335,361

Proposal 5. Approve the adoption of an amendment increasing the number of shares of our common stock available for grant under the 2014 Stock Option and Incentive Plan from 500,000 shares to 620,000 shares.

 


 Votes For
Votes Against
Abstain
Broker Non-Votes

2,915,161
85,178
5,125
1,335,361


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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. 

Dated:  May 5, 2021

Image Sensing Systems, Inc.

 

 

 

 

 

 

 

By:

/s/ Frank G. Hallowell

 

 

Frank G. Hallowell

 

 

Chief Financial Officer

(Principal Financial Officer and
Principal Accounting Officer)

 

 

 

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