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

 

June 2, 2022

Date of Report (Date of Earliest Event Reported)

 

Insignia Systems Inc/MN

(Exact Name of Registrant as Specified in its Charter)

 

Minnesota

 

001-13471

 

41-1656308

(State of Incorporation)

 

(Commission File Number)

 

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

 

212 Third Avenue N, Suite 356

Minneapolis, Minnesota

 

55401

(Address of Principal Executive Offices)

 

(Zip Code)

 

(763) 392-6200

(Registrant’s Telephone Number, Including Area Code)

 

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 Instruction A.2):

 

☐

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))

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

ISIG

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):

 

☐    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

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

 

The 2022 Annual Meeting of Shareholders of Insignia Systems, Inc. (the “Company”) was held on June 2, 2022 and the shareholders voted on the following proposals, each as described in detail in the definitive proxy statement relating to the meeting, filed with the Securities and Exchange Commission on April 19, 2022.

 

1.

Election of four directors.

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

Jacob J. Berning

 

795,543

 

9,428

 

412,334

Kristine A. Glancy

 

794,505

 

10,466

 

412,334

Chad B. Johnson

 

795,518

 

9,453

 

412,334

Nicholas J. Swenson

 

776,243

 

28,728

 

412,334

Loren A. Unterseher

 

794,057

 

10,914

 

412,334

  

 

Based on the voting results, all five nominees were elected to serve for one year, or until their respective successor is elected.

 

 

2.

The proposal to approve, by non-binding vote, the Company’s executive compensation received advisory approval based on the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

788,356

 

15,205

 

1,410

 

412,334

 

3.

The proposal to ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the year ending December 31, 2022 was approved based on the following vote:

  

For

 

Against

 

Abstain

 

Broker Non-Votes

1,212,375

 

3,966

 

964

 

0

   

 

2

 

 

SIGNATURES

 

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

 

 

Insignia Systems, Inc.  

 

 (Registrant)

 

 

 

 

 

By:/s/ Zackery A. Weber  

Date:    June 6, 2022

 

Zackery A. Weber 
  Vice President of Finance 
  (on behalf of registrant) 

 

 

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