Item 1.01 Entry Into A Material Definitive Agreement

Intelligent Systems Corporation ("Registrant") has entered into two material agreements.

On May 24, 2012, the Registrant entered into a Director Indemnification Agreement with Cherie M. Fuzzell. Ms. Fuzzell was elected to the Board of Directors of the Registrant at the 2012 Annual Meeting of Shareholders. The Director Indemnification Agreement is the Registrant's standard agreement that sets forth the terms and conditions for indemnification of and payment of certain expenses related to Ms. Fuzzell's service on the Board of Directors of the Registrant.

On May 25, 2012, the Registrant entered into the Second Amendment to the Lease Agreement between the Registrant and ISC Properties, LLC. The Second Amendment provides for the extension of the Lease Agreement for an additional three year term from June 1, 2012 through May 31, 2015 on the same terms and conditions as the original Lease Agreement. ISC Properties, LLC is a related party to the Registrant.

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

At the Annual Meeting of Shareholders of Intelligent Systems Corporation ("Registrant") on May 24, 2012, shareholders re-elected two incumbent directors, James V. Napier and J. Leland Strange to serve until the 2015 Annual Meeting. The vote was as follows:

For Withheld
James V. Napier 5,971,546 17,721
J. Leland Strange 5,787,155 202,112

Shareholders also elected one director, Cherie M. Fuzzell, to the board of directors to serve a two year term until the 2014 Annual Meeting. The vote was as follows:

For Withheld
Cherie M Fuzzell 5,977,926 11,341

No other items were submitted to a vote of shareholders at the Annual Meeting.