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 16, 2019

 

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

000-20191

75-1911917

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

     

 

1101 East Arapaho Road, Suit e 200, Richardson, Texas

75081

(Address of Principal Executive Offices)

(Zip Code)

   

 

(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:

 

☐ 

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 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. ☐

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

INTZ

OTCQB Venture Market

 

 

 
 

 

ITEM 5.07     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

The 2019 Annual Meeting of Stockholders (the “ Annual Meeting ”) of the Company was held on May 16, 2019. Matters submitted to the stockholders of the Company entitled to vote at the Annual Meeting (the “ Stockholders ”) and voted upon at the Annual Meeting, which are more fully described in the Company's proxy statement, filed with the Securities and Exchange Commission on March 29, 2019, were: (1) the election of five directors to serve until the 2020 Annual Meeting of Stockholders of the Company, (2)  the ratification of the selection of Whitley Penn LLP as the Company’s independent auditors for fiscal year 2019, (3) an advisory vote on executive compensation and (4) an advisory vote on the frequency of the advisory vote on executive compensation.

 

On March 29, 2019, the record date for the Annual Meeting, there were 13,515,236 shares of Common Stock and 318,000 shares of as converted common from preferred stock issued, outstanding and entitled to vote. Stockholders holding 13,438,850 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 his 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, 2019. The Stockholders also approved an an advisory vote on executive compensation and an advisory vote on the frequency (3 years) of the advisory vote on executive compensation.

 

The table below shows the number votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding the election of the five directors to serve until the 2020 Annual Meeting of Stockholders of the Company.

 

Name of Director Nominee

For

Against

Withheld

Abstentions

Broker Non-Votes

G. Ward Paxton

10,124,611

 

    17,262

 

3,296,977

T. Joe Head

10,124,579

 

    17,294

 

3,296,977

Dale A. Booth

10,130,253

 

    11,620

 

3,296,977

James F. Gero

10,130,252

 

    11,621

 

3,296,977

Donald M. Johnston

10,126,778

 

    15,095

 

3,296,977

 

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 2019.

 

For

Against

Withheld

Abstentions

Broker Non-Votes

13,434,638

    3,789

 

       423

 

 

 

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 an advisory vote on executive compensation.

 

For

Against

Withheld

Abstentions

Broker Non-Votes

10,094,440

    40,115

 

     7,318

3,296,977

 

The table below shows the number of votes cast for an advisory vote on the frequency of the advisory vote on executive compensation, 3 years, 2 years or 1 year, as well as the number of abstentions.

 

3 Years

2 Years

1 Year

Abstentions

8,245,830

24,544

1,870,612

      887

 

 

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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.

 

 

INTRUSION INC.

   

Dated: May   16 , 20 1 9

By:

/s/ MICHAEL L. PAXTON

 
   

Michael L. Paxton

   

Chief Financial Officer

 

 

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