Insignia Systems, Inc. (NASDAQ:ISIG) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

7 years ago

Insignia Systems, Inc. (NASDAQ:ISIG) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07.

Submission of Matters to a Vote of Security Holders

The 2017 Annual Meeting of Shareholders (the Annual Meeting”) of
Insignia Systems, Inc. (Insignia or the Company”) was held on
June 6, 2017, in Minneapolis, Minnesota. At the Annual Meeting,
there were present in person or by proxy 11,160,557 shares of the
Companys common stock, representing 94.89% of the total
outstanding shares. At the Annual Meeting, the Companys
shareholders (1) elected five members of the Board of Directors
of the Company; (2) approved, by non-binding vote, the Companys
executive compensation; (3) recommended, by non-binding vote, the
frequency of future votes on executive compensation; and (4)
ratified the appointment of Baker Tilly Virchow Krause, LLP as
the Companys independent registered public accounting firm for
the year ending December 31, 2017.

The final voting results were:

1. The following directors were elected to serve for one
year, and until their successors are elected:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Jacob J. Berning	7,996,777	169,641	2,994,139
Kristine A. Glancy	7,568,350	598,068	2,994,139
Rachael B. Vegas	5,502,976	2,663,442	2,994,139
F. Peter Zaballos	5,493,247	2,673,171	2,994,139
Steven R. Zenz	5,494,697	2,671,721	2,994,139

The shareholders present in person or by proxy voted to
approve, by non-binding vote, the Companys executive
compensation by a vote of 7,611,506 shares in favor, 510,395
shares against, 44,517 shares abstaining and 2,994,139 broker
non-votes.

The shareholders present in person or by proxy voted to
approve, by non-binding vote, that future votes on executive
compensation will be held every year. The number of votes
cast for each option was as follows:

Every 1 Year	7,487,020
Every 2 Years	2,829
Every 3 Years	592,464
Abstain	84,105

On June 6, 2017, the Board of Directors reviewed the shareholder
vote on this item, and determined that future say-on-pay votes
for executive compensation will be held annually, until the next
required vote on the frequency of say-on-pay voting.

The shareholders present in person or by proxy voted to
ratify the appointment of Baker Tilly Virchow Krause, LLP as
the independent registered public accounting firm for the
year ended December 31, 2017, by a vote of 10,651,254 shares
in favor, 465,171 shares against and 44,132 shares
abstaining.

About Insignia Systems, Inc. (NASDAQ:ISIG)
Insignia Systems, Inc. (Insignia) is a developer and marketer of in-store products, programs and services for consumer goods manufacturers and retail partners drive sales at the point of purchase. The Company’s products include the Insignia Point-of-Purchase Services (POPS) in-store marketing program, thermal sign card supplies for the Company’s Impulse Retail System, laser printable cardstock and label supplies, and The Like Machine. Its POPS program is an account-specific, shelf-edge advertising and promotion tactic. The program allows manufacturers to deliver product information to consumers at the point-of-purchase and to leverage the local retailer brand and store-specific prices to provide a call to action that draws attention to the featured brand and triggers a purchase decision. It focuses on managing a retail network, made up of over 22,000 store locations, for the purpose of providing at-shelf market access for consumer packaged goods manufacturers’ marketing programs.