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INTZ > SEC Filings for INTZ > Form 8-K on 11-Aug-2011All Recent SEC Filings

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Form 8-K for INTRUSION INC


11-Aug-2011

Results of Operations and Financial Condition, Submission of Matters to a Vote of S


ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information is furnished pursuant to Item 2.02, Disclosure of Results of Operations and Financial Condition.

On August 11, 2011, Intrusion Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2011. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.



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

The 2011 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on May 19, 2011. 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 April 05, 2011, were: (1) the election of five directors to serve until the 2012 Annual Meeting of Stockholders of the Company, (2) the amendment to the Company's 2005 Stock Option Plan (the "Plan") to increase by 400,000 the number of shares issuable under the Plan, and (3) the ratification of the selection of Whitley Penn LLP as the Company's independent auditors for fiscal year 2011.

On April 1, 2011, the record date for the Annual Meeting, there were 11,817,732 shares of Common Stock issued, outstanding and entitled to vote. Stockholders holding 11,453,038 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, 2011. The Stockholders also approved an amendment to the Plan to increase by 400,000 the number of shares of Common Stock that may be issued pursuant to awards granted under the Plan.

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 2012 Annual Meeting of Stockholders of the Company.

Name of Director                                                    Broker Non-
Nominee                 For      Against   Withheld   Abstentions      Votes
G. Ward Paxton       7,264,302              980,633
T. Joe Head          7,270,217              974,718
J. Fred Bucy, Jr.    7,270,717              974,218
James F. Gero        7,271,117              973,818
Donald M. Johnston   7,271,092              973,843

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 amendment to the Plan to increase by 400,000 the number of shares that may be issued pursuant to awards granted under the Plan.

                                               Broker Non-
   For      Against   Withheld   Abstentions      Votes
7,875,969   128,310                  240,656


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 2011.

                                                Broker Non-
   For       Against   Withheld   Abstentions      Votes
11,129,890   296,583                   26,565

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