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): June 20, 2014

I.D. SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15087	22-3270799
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

123 Tice Boulevard, Woodcliff Lake, New Jersey	07677
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (201) 996-9000

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. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On June 20, 2014, the Board of Directors (the “Board”) of I.D. Systems, Inc. (the “Company”) appointed Kenneth S. Ehrman as Chairman of the Board and Chief Executive Officer of the Company, effective immediately. In connection with such appointment, Mr. Ehrman shall cease to serve as Interim Chief Executive Officer of the Company, effective immediately.

Mr. Ehrman, age 44, co-founded the Company in 1993 and has served as the Company’s President since its inception. Mr. Ehrman served as the Company’s Interim Chief Executive Officer from March 2, 2014 until his appointment as the Company’s Chairman of the Board and Chief Executive Officer on June 20, 2014. Mr. Ehrman served as a director of the Company from its inception until 2013, and as discussed below under Item 5.07 of this Current Report on Form 8-K, was elected to serve as a director of the Company at the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 20, 2014. Since September 2012, Mr. Ehrman has served as a member of the board of directors of Financial Services, Inc., a privately held provider of data processing solutions for banking. He graduated from Stanford University in 1991 with a Bachelor of Science degree in Industrial Engineering. Upon his graduation, and until the Company’s inception, Mr. Ehrman worked as a production manager with Echelon Corporation. Mr. Ehrman is the brother of Michael L. Ehrman, the Company’s Chief Technology Officer.

Information with respect to current compensation arrangements and other relevant information concerning Mr. Ehrman is set forth in the Company’s Proxy Statement on Schedule 14A relating to the Annual Meeting, as filed with the Securities and Exchange Commission on May 23, 2014. Mr. Ehrman was not selected as Chairman of the Board and Chief Executive Officer of the Company pursuant to any arrangement or understanding with any other person, and does not have any reportable transactions under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Ehrman as Chairman of the Board and Chief Executive Officer of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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

On June 20, 2014, the Company held its Annual Meeting, at which the Company’s stockholders voted upon (i) the election of Kenneth Brakebill, Michael Brodsky, Kenneth Ehrman, Ron Konezny and Tony Trousset as directors of the Company; (ii) the ratification of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014; and (iii) the approval, on an advisory basis, of the Company’s executive compensation.

The Company had 12,287,480 shares of common stock outstanding as of May 19, 2014, the record date for the Annual Meeting. At the Annual Meeting, holders of a total of 10,246,965 shares of common stock were present in person or represented by proxy.

The stockholders of the Company elected each of the five nominees nominated by the Board for election as directors, each to serve until the Company’s 2015 annual meeting of stockholders and until his respective successor has been duly elected and qualified, or until his earlier death, resignation or removal. The voting results with respect to the election of directors were as follows:

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Name of Director Nominee	Votes For		Votes Withheld		Broker Non-Votes
Kenneth Brakebill		6,787,249		91,576		3,368,140
Michael Brodsky		5,204,667		1,674,158		3,368,140
Kenneth Ehrman		6,755,449		123,376		3,368,140
Ron Konezny		6,787,249		91,576		3,368,140
Tony Trousset		6,787,249		91,576		3,368,140

The stockholders of the Company ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The voting results with respect to this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	10,220,865		16,144		9,956		0

The stockholders of the Company approved, on an advisory basis, the Company’s executive compensation. The voting results with respect to this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	6,631,231		245,918		1,665		3,368,151

A copy of the press release announcing the election of Messrs. Brakebill, Brodsky, Ehrman, Konezny and Trousset as directors of the Company at the Annual Meeting is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated June 23, 2014.

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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.

I.D. SYSTEMS, INC.

By:  /s/ Ned Mavrommatis

Name: Ned Mavrommatis

Title: Chief Financial Officer

Date: June 23, 2014

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated June 23, 2014.

EX-99.1

Wireless M2M solutions for Enterprise Assets

FOR IMMEDIATE RELEASE

CONTACTS:	For Financial Press	For Trade Press
	Matt Glover/Michael Koehler	Greg Smith
	Liolios Group, Inc.	Vice President
	IDSY@liolios.com	gsmith@id-systems.com
	(949) 574-3860	(201) 996-9000

I.D. Systems Announces Election of New Board of Directors; President and Co-Founder, Kenneth Ehrman, Appointed as Chairman and CEO

Woodcliff Lake, NJ, June 23, 2014—I.D. Systems, Inc. (NASDAQ: IDSY), a leading provider of wireless M2M asset management solutions, announced the election of a new board of directors on June 20, 2014, at its annual meeting of stockholders. Following the meeting, the new board appointed company co-founder and president, Kenneth Ehrman, as chairman of the board and chief executive officer of the company, effective June 20, 2014.

Mr. Ehrman has been I.D. Systems’ interim CEO since March 2, 2014, and president since he co-founded the company in 1993. Prior to his re-election to the board on June 20, 2014, Mr. Ehrman served as a director of the company from its inception to 2013. He also serves as a member of the board of directors of Financial Services, Inc., a privately held provider of data processing solutions for banking. Mr. Ehrman graduated from Stanford University with a Bachelor of Science degree in Industrial Engineering.

“The new board of directors believed it was important to act swiftly in appointing a CEO to help ensure stability and continuity in the organization,” said Michael Brodsky, lead independent director of I.D. Systems. “Ken brings the right blend of talent, industry experience, and leadership to the role of CEO. We are confident he is the right leader to guide the company into its next stage of growth and profitability.”

Mr. Ehrman commented, “I am gratified that the new board has chosen me to guide and drive our company forward. I am devoted to making our new strategic plan, ‘I.D. Systems 2.0,’ the foundation for our next phase of growth. I look forward to meeting the challenges and fostering the successes that lie ahead for our company.”

In addition to Mr. Ehrman, I.D. Systems’ newly elected board of directors consists of:

· Kenneth Brakebill, a retired intellectual property and trial lawyer educated at Stanford University, Harvard Law School, and the University of California, Hastings;

· Michael Brodsky, the executive chairman of Selectica, a publicly traded provider of cloud-based contract management software, who holds degrees from Syracuse University, Northwestern University School of Law, and the Kellogg School of Management at Northwestern University;

· Ron Konezny, the vice president of global transportation and logistics at Trimble Navigation, a publicly-traded provider of technology solutions for mobile productivity, and the CEO of PeopleNet, an onboard computing and carrier fleet communications provider, who graduated from Northwestern University;

· Tony Trousset, a founder and the managing member of Atlas Technology Group, a privately-held provider of financial advice to technology companies and technology-focused private equity firms, who holds B.A. and M.A. degrees from Stanford University.

For additional biographical details on I.D. Systems’ directors, please refer to the company’s announcement on June 12, 2014, with the headline “I.D. Systems to Hold Annual Meeting of Stockholders on Friday, June 20th, 2014 at 11:00 a.m. Eastern Time in New York City,” or the proxy materials for I.D. Systems’ 2014 annual meeting of stockholders.

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Wireless M2M solutions for Enterprise Assets

About I.D. Systems

Headquartered in Woodcliff Lake, New Jersey, with subsidiaries in Texas, Germany, and the United Kingdom, I.D. Systems, Inc. is a leading global provider of wireless M2M solutions for securing, controlling, tracking, and managing high-value enterprise assets, including industrial vehicles, rental cars, trailers, containers, and cargo. The company’s patented technologies address the needs of organizations to monitor and analyze their assets to increase efficiency and productivity, reduce costs, and improve profitability. PowerFleet® is a registered trademark of I.D. Systems. For more information, visit www.id-systems.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward looking statements within the meaning of federal securities laws. Forward-looking statements include statements with respect to I.D. Systems’ beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond I.D. Systems’ control, and which may cause its actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. For example, forward-looking statements include: statements regarding prospects for additional customers; market forecasts; potential barriers to competition; projections of earnings, revenues, synergies, accretion or other financial information; and plans, strategies and objectives of management for future operations. The risks and uncertainties referred to above include, but are not limited to, future economic and business conditions, the loss of key customers or reduction in the purchase of products by any such customers, the failure of the market for I.D. Systems’ products to continue to develop, the possibility that I.D. Systems may not be able to integrate successfully the business, operations and employees of acquired businesses, the inability to protect I.D. Systems’ intellectual property, the inability to manage growth, the effects of competition from a variety of local, regional, national and other providers of wireless solutions, and other risks detailed from time to time in I.D. Systems’ filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2013. These risks could cause actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, I.D. Systems. I.D. Systems assumes no obligation to update the information contained in this press release, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.

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