8-K 1 a14-24141_18k.htm 8-K

 

 

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):  October 17, 2014

 

ITERIS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-08762

 

95-2588496

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1700 Carnegie Avenue, Suite 100, Santa Ana, California  92705

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number, including area code:  (949) 270-9400

 

Not Applicable

(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:

 

o  Written communications pursuant to Rule 425 under the Securities Act

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


 

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

 

Iteris, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders on October 17, 2014.  The total number of shares of the Company’s common stock represented in person or by proxy at the meeting was 28,440,142, or 87.0% of the outstanding shares as of the record date for the meeting.  At the meeting, the Company’s stockholders (i) elected the seven persons set forth below under “Proposal One: Election of Directors” to the Company’s Board of Directors, (ii) approved the amendment of the Iteris, Inc. 2007 Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan by an additional 1,500,000 shares to 3,950,000 shares, and (iii) ratified the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2015.  The detailed voting results on matters submitted to a vote of the stockholders at the meeting were as follows:

 

Proposal One:  Election of Directors

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

Richard Char

 

16,380,407

 

640,963

 

11,418,672

 

Kevin C. Daly, Ph.D.

 

16,365,528

 

655,842

 

11,418,672

 

Gregory A. Miner

 

14,386,762

 

2,634,608

 

11,418,672

 

Abbas Mohaddes

 

11,393,267

 

5,628,103

 

11,418,672

 

Gerard M. Mooney

 

16,429,520

 

591,850

 

11,418,672

 

Thomas L. Thomas

 

16,263,946

 

757,424

 

11,418,672

 

Mikel Williams

 

16,011,506

 

1,009,864

 

11,418,672

 

 

Proposal Two:  Approval of the amendment of the Iteris, Inc. 2007 Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan by an additional 1,500,000 shares to 3,950,000 shares

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

16,011,926

 

963,517

 

45,927

 

11,418,672

 

 

Proposal Three:  Ratification of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2015

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

23,153,131

 

3,672,886

 

1,614,025

 

0

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 10, 2014

 

 

ITERIS, INC.,

 

a Delaware corporation

 

 

 

 

 

By:

/S/ ABBAS MOHADDES

 

 

Abbas Mohaddes

 

 

Chief Executive Officer

 

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