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)  May 25, 2011

 


Image Sensing Systems, Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota

0-26056

41-1519168

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

 

500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota

55104

(Address of principal executive offices)

(Zip Code)

 

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 General Instructions A.2. below):

 

  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))

 

 




 

 

Section 5 – Corporate Governance and Management

 

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

 

On May 25, 2011, Image Sensing Systems, Inc. (the “Company”) held its 2011 Annual Meeting of Shareholders.  Of the 4,880,819 shares of the Company’s common stock outstanding and entitled to vote, 3,844,723 shares, or 78.8%, were represented at the meeting.  During the meeting, the shareholders voted on the following matters: 

 

Proposal 1 – Election of Directors

 

Ÿ

The shareholders elected the following individuals to serve as directors until the 2012 Annual Meeting of Shareholders or until their successors have been duly elected and qualified:

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Panos G. Michalopoulos

2,887,139

 

153,505

 

804,079

Michael C. Doyle

2,473,356

 

567,288

 

804,079

Kenneth R. Aubrey

2,838,250

 

202,394

 

804,079

James W. Bracke

3,003,551

 

  37,093

 

804,079

Sven A. Wehrwein

3,022,813

 

  17,831

 

804,079

James Murdakes

2,582,884

 

457,760

 

804,079

Michael G. Eleftheriou

3,020,813

 

  19,831

 

804,079

 

 

Proposal 2 – Ratification of Appointment of Our Independent Registered Public Accounting Firm.

 

Ÿ

The shareholders ratified Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2011:

 

Votes For

 

Against

 

Abstain

3,800,494

 

30,954

 

13,275

 

 

 

 

 

 

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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.

 

 

Image Sensing Systems, Inc.

 

Date:  May 27, 2011

 

By 

/s/ Gregory R. L. Smith

 

 

Gregory R. L. Smith
Chief Financial Officer
(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

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