Blueprint
 

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 20, 2018
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)
 
 
(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 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))
 
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 2018 Annual Meeting of Shareholders of Insignia Systems, Inc. (the “Company”) was held on July 20, 2018, in Minneapolis, Minnesota. Set forth below are the proposals voted upon at the annual meeting and the final voting results received from First Coast Results, Inc., the independent inspector of election for the annual meeting. Each proposal is described in detail in the definitive proxy statement relating to the annual meeting filed on behalf of the Company on June 1, 2018 (File No. 001-13471).
 
 
1.
Election of six directors.
 
Nominee
 
For
 
 
Withheld
 
 
Broker Non-Votes
 
Jacob J. Berning
  7,586,835 
  91,873 
  18,082 
Suzanne L. Clarridge
  7,660,326 
  18,382 
  18,082 
Kristine A. Glancy
  7,589,184 
  89,524 
  18,082 
Loren A. Unterseher
  7,659,173 
  19,535 
  18,082 
Rachael B. Vegas
  7,587,584 
  91,124 
  18,082 
Steven R. Zenz
  7,120,495 
  558,213 
  18,082 
 
Based on the voting results, all six 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
 
  6,641,849 
  157,215 
  879,644 
  18,082 
 
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, 2018 was approved based on the following vote:
 
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Votes
 
  7,163,942 
  16,518 
  498,248 
  18,082 
 
4.
The proposal to approve the Company’s 2018 Equity Incentive Plan was approved based on the following vote:
 
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Votes
 
  6,783,857 
  374,462 
  520,389 
  18,082 
 
5.
The proposal to approve the Company’s Employee Stock Purchase Plan as amended and restated May 21, 2018 was approved based on the following vote:
 
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Votes
 
  7,045,543 
  123,282 
  509,883 
  18,082 
 
6.
The proposal to approve voting rights under the Minnesota Control Share Acquisition Act was approved based on the following:
 
 
a.
The affirmative vote of the holders of a majority of all shares entitled to vote, including all shares beneficially owned by (i) the shareholder group comprising Air T, Inc., Groveland Capital LLC, and Nicholas J. Swenson, (ii) any officer of the Company, and (iii) any employee of the Company who is also a director of the Company (collectively, the “Interested Shares”):
 
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Votes
 
  8,234,047 
  200,850 
  658,312 
 0
 
b.
The affirmative vote of the holders of a majority of the voting power entitled to vote, excluding the Interested Shares:
 
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
  4,348,865 
  200,850 
  554,866 
  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 24, 2018
 
By:   /s/ Kristine A. Glancy
    
  
 
        President and Chief Executive Officer
    
  
 
        (on behalf of registrant)