I.D. SYSTEMS, INC. (NASDAQ:IDSY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2018, the stockholders of I.D. Systems, Inc. (the “Company”) approved and adopted the I.D. Systems, Inc. 2018 Incentive Plan (the “2018 Plan”) at the Company’s 2018 annual meeting of stockholders (the “Annual Meeting”). A detailed description of the 2018 Plan is included under the heading “Proposal No. 3: Approval and Adoption of the I.D. Systems, Inc. 2018 Incentive Plan” in the definitive proxy statement filed in connection with the Annual Meeting with the Securities and Exchange Commission on April 30, 2018, which description is incorporated herein by reference. The description of the 2018 Plan is qualified in its entirety by reference to the full text of the 2018 Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on June 14, 2018. At the Annual Meeting, the Company’s stockholders were asked to vote upon:
| 1. |
The election of six directors, each to serve until the Company’s 2019 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Kenneth Brakebill, Michael Brodsky, Michael Casey, Christopher Formant, Ron Konezny and Chris Wolfe; |
| 2. |
The ratification of the appointment of EisnerAmper LLP (“EisnerAmper”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018; |
| 3. |
The approval and adoption of the 2018 Plan; and |
| 4. |
An advisory (non-binding) vote to approve the Company’s executive compensation. |
The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 16,351,641 of the 17,634,904 shares of the Company’s common stock entitled to vote, were as follows:
| 1. |
The election of each of Messrs. Brakebill, Brodsky, Casey, Formant, Konezny and Wolfe as directors of the Company to serve until the 2019 annual meeting of stockholders and until their respective successors are duly elected and qualified was approved as follows: |
| For |
Withheld |
Broker Non-Votes |
| Kenneth Brakebill |
13,768,013 |
270,234 |
2,313,394 |
| Michael Brodsky |
13,755,614 |
282,633 |
2,313,394 |
| Michael Casey |
13,727,514 |
310,733 |
2,313,394 |
| Christopher Formant |
13,757,014 |
281,233 |
2,313,394 |
| Ron Konezny |
11,271,845 |
2,766,402 |
2,313,394 |
| Chris Wolfe |
13,819,926 |
218,321 |
2,313,394 |
| 2. |
The stockholders ratified the appointment of EisnerAmper as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The voting results were as follow: |
| For |
Against |
Abstain |
Broker Non-Votes |
| 16,125,131 |
220,028 |
6,482 |
— |
| 3. |
The stockholders adopted and approved the 2018 Plan. The voting results were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes |
| 11,685,276 |
2,350,888 |
2,083 |
2,313,394 |
| 4. |
The stockholders approved an advisory resolution on executive compensation. The voting results were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes |
| 13,755,220 |
250,015 |
13,012 |
2,313,394 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
I.D. Systems, Inc. 2018 Incentive Plan. |
ID SYSTEMS INC ExhibitEX-10.1 2 ex10-1.htm I.D. SYSTEMS,…To view the full exhibit click here
About I.D. SYSTEMS, INC. (NASDAQ:IDSY)
I.D. Systems, Inc. (I.D. Systems) develops, markets and sells wireless machine-to-machine solutions for managing and securing enterprise assets, which include industrial vehicles, such as forklifts and airport ground support equipment, rental vehicles, and transportation assets, such as dry van trailers, refrigerated trailers, railcars and containers. Its systems utilize radio frequency identification (RFID), wireless fidelity (Wi-Fi), satellite or cellular communications, and sensor technology and software to control, track, monitor and analyze assets. It provides data reporting and analysis software tool platform, I.D. Systems Analytics PowerFleet IQ (for fleets of forklifts and other industrial trucks) and VeriWise IQ (for fleets of containers, trailers and other transportation assets). Its solutions include industrial and rental fleet asset management, industrial fleet asset management, transportation asset management and rental fleet asset management solutions.