Current Report Filing (8-k)
May 03 2018 - 4:21PM
Edgar (US Regulatory)
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 1, 2018
Image Sensing Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Minnesota
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0-26056
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41-1519168
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota
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55104
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(Address of Principal Executive Offices)
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(Zip Code)
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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
G
eneral Instruction A.2. below):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communication p
ursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth compan
y 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 1,
2018, Image Sensing Systems,
Inc.
(the “Company”) held
its
2018
Annual Meeting
of
Shareholders.
Of
the 5,210,448
shares
of the Company’s
common
stock outstanding
and
entitled
to
vote,
4,542,656
shares, or
87
%,
were represented
at
the
meeting.
(b)
During the annual meeting,
the Company's
shareholders
voted on the
following matters:
Proposal
1.
Election
of
Directors
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Votes
For
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Votes Withheld
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Broker Non-Votes
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Andrew T. Berger
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2,727,274
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275,076
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1,540,306
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James W. Bracke
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2,403,430
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598,920
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1,540,306
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Geoffrey C. Davis
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2,488,645
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513,705
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1,540,306
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Paul F. Lidsky
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2,782,243
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220,107
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1,540,306
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Proposal
2.
Ratify the appointment of Boulay PLLP as the Company's independent registered public accounting firm for 2018.
Votes
For
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Votes Against
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Abstain
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4,326,997
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5,712
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209,947
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Proposal
3.
Advisory
vote
to
approve the
compensation of
the Company's
named executive
officers.
Votes
For
Votes
Against
Abstain
Broker
Non-Votes
2,724,548
34,868
242,934
1,540,306
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
2,662,639
123,552
216,159
1,540,306
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.
Image
Sensing
Systems,
Inc.
Date:
May 3, 2018
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By
/s/
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Todd C. Slawson
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Todd C. Slawson
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Interim Chief Financial Officer
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(Interim Principal Financial Officer
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And Interim Principal Accounting Officer)
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