UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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. |
On September 9, 2021, Iteris, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the Company’s common stock represented in person or by proxy at the Annual Meeting was 34,490,094 or 81.57% of the issued and outstanding shares as of the record date for the Annual Meeting. At the Annual Meeting, the Company’s stockholders (i) elected the six persons set forth below under “Proposal One: Election of Directors” to the Company’s Board of Directors; (ii) approved, the Amendment and Restatement of the Company’s 2016 Omnibus Incentive Plan as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 27, 2021 (the “Proxy Statement”); (iii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement; and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022.
The detailed voting results on matters submitted to a vote of the stockholders at the Annual Meeting were as follows:
Proposal 1: Election of Directors
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
J. Joseph (“Joe”) Bergera | 22,848,827 | 2,853,314 | 18,250 | 8,769,703 | ||||||||||||
Anjali Joshi | 22,810,989 | 1,583,917 | 1,325,485 | 8,769,703 | ||||||||||||
Gerard M. Mooney | 21,940,124 | 1,627,284 | 2,152,983 | 8,769,703 | ||||||||||||
Laura L. Siegal | 21,961,866 | 1,587,815 | 2,170,710 | 8,769,703 | ||||||||||||
Thomas L. Thomas | 21,775,848 | 3,084,036 | 860,507 | 8,769,703 | ||||||||||||
Dennis W. Zank | 21,999,820 | 1,566,963 | 2,153,608 | 8,769,703 |
Proposal 2: Amendment and Restatement of the Company’s 2016 Omnibus Incentive Plan
For | Against | Abstain | Broker Non-Votes | |||||||||||
19,221,381 | 6,390,107 | 108,903 | 8,769,703 |
Proposal 3: Advisory Vote Regarding Executive Compensation
For | Against | Abstain | Broker Non-Votes | |||||||||||
22,483,677 | 3,122,409 | 114,305 | 8,769,703 |
Proposal 4: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022
For | Against | Abstain | Broker Non-Votes | |||||||||||
31,073,754 | 3,412,962 | 3,378 | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 14, 2021 | ||
ITERIS, INC., a Delaware corporation | ||
By: | /S/ DOUGLAS L. GROVES | |
Douglas L. Groves | ||
Chief Financial Officer |
Cover |
Sep. 09, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Sep. 09, 2021 |
Entity File Number | 001-08762 |
Entity Registrant Name | ITERIS, INC. |
Entity Central Index Key | 0000350868 |
Entity Tax Identification Number | 95-2588496 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1700 Carnegie Avenue |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Santa Ana |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92705 |
City Area Code | 949 |
Local Phone Number | 270-9400 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.10 par value |
Trading Symbol | ITI |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
_