UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 24, 2022. Matters submitted to the stockholders of the Company entitled to vote at the Annual Meeting (the “Stockholders”) and voted upon at the Annual Meeting, which are more fully described in the Company's proxy statement, filed with the Securities and Exchange Commission on April 18, 2022, were: (1) the election of six directors to serve until the 2023 Annual Meeting of Stockholders of the Company, (2) the ratification of the selection of Whitley Penn LLP as the Company’s independent auditors for fiscal year 2022, (3) an advisory vote on executive compensation; (4) an advisory vote on the frequency of the advisory vote on executive compensation; and (5) a vote on the potential issuance of shares in excess of 19.99% of the outstanding shares of Common Stock in connection with the optional redemption feature under the Notes issued by the Company under the terms of a Securities Purchase Agreement entered into as of March 10, 2022 (the “Potential Stock Issuance”).
On March 28, 2022, the record date for the Annual Meeting, there were 19,314,539 shares of Common Stock outstanding and entitled to vote. Stockholders holding 14,300,479 shares were present at the meeting, in person or represented by proxy.
Each of the director nominees set forth below was elected to hold office until his respective successor is duly elected and qualified or until his earlier death, resignation or removal. The Stockholders ratified the selection of Whitely Penn LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022. The Stockholders also approved an advisory vote on executive compensation and an advisory vote on the frequency (3 years) of the advisory vote on executive compensation as well as the Potential Stock Issuance.
PROPOSAL ONE: The table below shows the number votes cast “For” as well as “Withheld” for the proposal regarding the election of the six directors to serve until the 2023 Annual Meeting of Stockholders of the Company. There were a total of 5,117,288 broker non-votes cast for Proposal One:
| NOMINEE | FOR | WITHHELD | ||||||
| Anthony J. LeVecchio | 9,012,273 | 110,918 | ||||||
| Anthony Scott | 9,068,758 | 54,433 | ||||||
| James F. Gero | 8,837,322 | 285,869 | ||||||
| Katrinka B. McCallum | 9,068,641 | 54,550 | ||||||
| Gregory K. Wilson | 9,068,656 | 54,535 | ||||||
| Jamie M. Schnur | 9,064,260 | 58,931 | ||||||
PROPOSAL TWO: The table below shows the number of votes cast for, against or withheld, as well as the number of abstentions (with no broker non-votes recorded) for the proposal regarding the ratification of the selection of Whitely Penn LLP as the Company’s independent auditors for fiscal year 2022.
| FOR | AGAINST | ABSTAIN | |
| Ratification and approval selection by the Board of Directors of Whitley Penn LLP as Independent auditors of the Company and its Subsidiaries for fiscal year ending December 31, 2022 |
14,276,331
|
20,089 |
4,059 |
| 2 |
PROPOSAL THREE: The table below shows the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding an advisory vote on executive compensation.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |
| Approve, by Advisory Vote, the compensation of the Company’s Named Executive Officers |
8,926,662 |
138,673
|
57,856 |
5,177,288 |
PROPOSAL FOUR: The table below shows the number of votes cast for an advisory vote on the frequency of the advisory vote on executive compensation, 3 years, 2 years or 1 year, as well as the number of abstentions.
| 3 Years | 2 Years | 1 Year | Abstain | |
| Recommended Frequency of Submitting the Advisory Vote on Executive Compensation to the Stockholders |
7,288,061 |
106,168 |
1,444,552
|
284,440 |
PROPOSAL FIVE: The table below shows the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding the approval of the Potential Stock Issuance.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |
|
To approve the potential issuance of shares of the Company’s common stock in excess of 19.99% of the outstanding shares of common stock in connection with the optional redemption feature under the promissory notes issued, or to be issued, under a securities purchase agreement the Company entered into on March 10, 2022. |
8,794,357 |
277,159 |
51,675 |
5,177,288 |
| 3 |
SIGNATURES
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.
| INTRUSION INC. | |||
| Dated: May 27, 2022 | By: | /s/ Anthony Scott | |
| Anthony Scott | |||
| President and Chief Executive Officer | |||
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