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ISNS > SEC Filings for ISNS > Form 8-K on 14-May-2014All Recent SEC Filings

Show all filings for IMAGE SENSING SYSTEMS INC

Form 8-K for IMAGE SENSING SYSTEMS INC


14-May-2014

Change in Directors or Principal Officers, Submission of Matters to a V


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On May 13, 2014, the Board of Directors of Image Sensing Systems, Inc. (the "Company") appointed Melissa Fisher to the Company's Board of Directors. Ms. Fisher, age 41, has served as Vice President, Corporate Development, Treasury and Investor Relations of Digital River, Inc., a publicly-held company, since 2013. She has more than 15 years of experience in corporate finance and investment banking. From September 2009 to March 2012, Ms. Fisher served as a Managing Director at Foros, a boutique investment banking firm. Prior to that, Ms. Fisher worked in the Technology Mergers & Acquisitions Group of Banc of America Securities LLC, an investment banking subsidiary of Bank of America, most recently as a Managing Director. From August 1998 to 2001, she was in the Mergers & Acquisitions and Communications, Media and Entertainment Groups of Goldman, Sachs & Co. Ms. Fisher served on the Board of Directors of Digital Generation, Inc., a publicly-held company, from February 2013 until its acquisition and spin-off in February 2014.

Ms. Fisher was appointed to serve on the Company's Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Ms. Fisher will be compensated as a non-employee director in accordance with the Company's non-employee director compensation program. Under the program, for 2014, she will receive a pro-rated portion of the $50,000 annual retainer paid to all non-employee directors, of which half will be paid in cash and half as a stock award. In addition, as a member of the Audit Committee, she will receive a pro-rated portion of the $6,000 annual retainer; as a member of the Compensation Committee, she will receive a pro-rated portion of the $5,000 annual retainer; and as a member of the Nominating and Corporate Governance Committee, she will receive a pro-rated portion of the $4,000 annual retainer.



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

(a) On May 13, 2014, the Company held its 2014 Annual Meeting of Shareholders. Of the 4,978,558 shares of the Company's common stock outstanding and entitled to vote, 3,585,165 shares, or 72.0%, were represented at the meeting.

(b) During the annual meeting, the shareholders voted on the following matters:

Proposal 1. Election of Directors



                   Votes For   Votes Withheld   Broker Non-Votes

Kris B. Tufto      1,886,068       757,190          941,907

James W. Bracke    1,460,617     1,182,641          941,907

Thomas G. Hudson   1,822,098       821,160          941,907

Paul F. Lidsky     2,046,474       596,784          941,907

Dale E. Parker     1,845,665       797,593          941,907

Proposal 2. Ratification of appointment of our Independent Registered Public Accounting Firm.

Votes For Votes Against Abstain

3,427,426 138,834 18,905

Proposal 3. The stockholders approved, on an advisory (non-binding) basis, the compensation of our named officers.

Votes For Votes Against Abstain Broker Non-Votes

1,969,014 661,694 12,550 941,907

Proposal 4. The stockholders voted to approve the Image Sensing Systems, Inc. 2014 Stock Option and Incentive Plan.

Votes For Votes Against Abstain Broker Non-Votes

1,602,992 1,033,136 7,130 941,907



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed as an exhibit to this Current Report on Form 8-K:

99.1 Press Release dated May 14, 2014 of Image Sensing Systems, Inc.

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