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 18, 2021

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

(972) 234-6400

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 25, 2021, our Board of Directors approved the 2021 Intrusion Inc. Omnibus Incentive Plan (the “2021 Plan”) subject to its approval by the Company’s stockholders. Our stockholders approved the 2021 Plan on May 18, 2021at our 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”).

The terms of the 2021 Plan are set forth in our definitive proxy statement, filed with the SEC on April 5, 2021 (the “2021 Proxy Statement”), and the description of the 2021 Plan in Appendix A attached thereto is incorporated herein by reference. A copy of the 2021 Plan is also attached hereto as Exhibit 10.1. The summary in the 2021 Proxy Statement is qualified in its entirety by reference to the full text of the 2021 Plan.

Our executive officers, including our employee-director, Jack B. Blount, and our non-employee directors, Anthony J. LeVecchio, James F. Gero, Katrinka B. McCallum, Gregory K. Wilson, and Jamie M. Schnur, are entitled to participate in, and may receive equity awards under, the 2021 Plan. No equity awards were granted, nor any stock issued, under the 2021 Plan at the time it was presented for the approval of the Company’s stockholders at the 2021 Annual Meeting.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 2021 Annual Meeting was held on May 18, 2021. Matters submitted to the stockholders of the Company (the “Stockholders”), which are more fully described in the 2021 Proxy Statement, were: (1) the election of six directors to serve until the next Annual Meeting of Stockholders of the Company, (2) the approval of the 2021 Plan, and (3) the ratification of the selection of Whitley Penn LLP as the Company’s independent auditors for fiscal year 2021.

On March 22, 2021, the record date for the Annual Meeting, there were 17,615,006 shares of Common Stock outstanding and entitled to vote. Stockholders holding 13,879,836 shares were present at the meeting, in person or represented by proxy.

Each of the director nominees set forth below was elected to hold office until his respective successor is duly elected and qualified or until their earlier death, resignation or removal. The Stockholders ratified the selection of Whitely Penn LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021. The Stockholders also approved the 2021 Plan.

The table below shows the number votes cast for, against or withheld, as well as the number of broker non-votes for the proposal regarding the election of the six directors to serve until the 2022 Annual Meeting of Stockholders of the Company.

The table below shows the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the approval of the 2021 Plan.

The table below shows the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding the ratification of the selection of Whitely Penn LLP as the Company’s independent auditors for fiscal year 2021.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

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.