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): April 21, 2010

 

 


ELECTRO-SENSORS, INC.

(Exact name of Registrant as Specified in its Charter)

 

Minnesota

000-09587

41-0943459

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

 

6111 Blue Circle Drive

Minnetonka, Minnesota 55343-9108

(Address of Principal Executive Offices)

 

(952) 930-0100

(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))

 




 

Item 5.07.  Submission of Matters to a Vote of Security Holders

 

Electro-Sensors, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 21, 2010.  Set forth below is a brief description of each matter voted upon at the meeting and the voting results with respect to each matter.

 

1.

A proposal to set the number of directors at five.

 

 

For

Against

Abstentions

Broker Non-Votes

 

2,849,927

14,175

4,013

0

 

2.

A proposal to elect five directors to serve until the next annual meeting of shareholders:

 

 

 

 

Director Nominee

Votes For

Votes Withheld

 

Bradley D. Slye

1,715,474

17,622

 

Peter R. Peterson

1,658,674

74,422

 

Geoffrey W. Miller

1,718,924

14,172

 

Joseph A. Marino

1,715,260

17,836

 

Robert W. Heller

1,658,774

74,322

 

3.

A proposal to ratify the appointment of Boulay, Heutmaker, Zibell & Co. P.L.L.P as independent auditors for the fiscal year ending December 31, 2010.

 

 

For

Against

Abstentions

Broker Non-Votes

 

2,855,801

150

12,163

0

 

Pursuant to the foregoing votes, the number of directors was set at five, Messrs. Slye, Peterson, Miller, Marino and Heller were elected to serve as directors until the next annual meeting of shareholders, and the appointment of Boulay, Heutmaker, Zibell & Co. P.L.L.P as independent auditors for the fiscal year ending December 31, 2010 was ratified.

 

1


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

ELECTRO-SENSORS, INC.

 

 

 

Date:  April 27, 2010

By:

/s/ Bradley D. Slye

 

 

Bradley D. Slye
Chief Executive Officer and Chief Financial Officer