8-K 1 isig_form8k06072019.htm FORM 8-K Blueprint
 
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 6, 2019
Date of Report (Date of Earliest Event Reported)
 
 
 

 
 
Insignia Systems, Inc.
 
 
(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.)
 
8799 Brooklyn Blvd.Minneapolis, Minnesota
 
55445
(Address of Principal Executive Offices)
 
(Zip Code)
 
(763) 392-6200
(Registrant’s Telephone Number, Including Area Code)
 
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
 
 
 
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))
 
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 2019 Annual Meeting of Shareholders of Insignia Systems, Inc. (the “Company”) was held on June 6, 2019, in Minneapolis, Minnesota. Set forth below are the proposals voted upon at the annual meeting and the final voting results. Each proposal is described in detail in the definitive proxy statement relating to the annual meeting filed on behalf of the Company on April 22, 2019 (File No. 001-13471).
 
 
1.
Election of six directors.
 
Nominee
 
For
 
 
Withheld
 
 
Broker Non-Votes
 
Jacob J. Berning
  8,212,230 
  39,109 
  2,940,732 
Suzanne L. Clarridge
  8,210,902 
  40,437 
  2,940,732 
Kristine A. Glancy
  8,214,202 
  37,137 
  2,940,732 
Loren A. Unterseher
  8,212,065 
  39,274 
  2,940,732 
Rachael B. Vegas
  8,216,417 
  34,922 
  2,940,732 
 
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
 
  7,631,009 
  45,873 
  574,457 
  2,940,732 
 
3.
The proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm for the year ending December 31, 2019 was approved based on the following vote:
 
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Votes
 
  11,172,496 
  7,437 
  12,138 
  0 
 
 
 
 
 
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.
 
 
 
 
 
 
Date: June 7, 2019
By
/s/ Jeffrey A. Jagerson
 
 
 
 
Jeffrey A. Jagerson
 
 
 
 
Chief Financial Officer and Treasurer
 
 
 
 
(on behalf of registrant)