ITERIS,INC. (NASDAQ:ITI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October11, 2018,Iteris,Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Restated Certificate of Incorporation to (i)eliminate cumulative voting in the election of directors and (ii)adopt a majority voting standard for uncontested director elections, replacing plurality voting in uncontested elections.
On October12, 2018, the Company filed a Restated Certificate of Incorporation with the Delaware Secretary of State to reflect the foregoing amendments, a copy of which is filed as Exhibit3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The total number of shares of the Company’s common stock represented in person or by proxy at the Annual Meeting was 31,311,352 or 94.19% of the issued and outstanding shares as of the record date for the Annual Meeting. At the Annual Meeting, the Company’s stockholders (i)elected the seven persons set forth below under “Proposal One: Election of Directors” to the Company’s Board of Directors; (ii)approved the amendment and restatement of the Iteris,Inc. 2016 Omnibus Incentive Plan (“2016 Plan”), which includes an increase in the number of shares authorized under such 2016 Plan by 2,400,000 shares; (iii)approved an amendment to the Restated Certificate of Incorporation to eliminate cumulative voting in the election of directors; (iv)approved an amendment to the Restated Certificate of Incorporation to include a majority voting standard for uncontested director elections; and (v)ratified the appointment of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March31, 2019. The detailed voting results on matters submitted to a vote of the stockholders at the Annual Meeting were as follows:
Proposal One: Election of Directors
|
Nominee |
For |
Against |
Abstain |
BrokerNon-Votes |
|
J. Joseph (“Joe”) Bergera |
20,322,169 |
151,459 |
39,524 |
10,798,200 |
|
Kevin C. Daly, Ph.D. |
18,366,801 |
2,121,027 |
25,324 |
10,798,200 |
|
Scott E. Deeter |
18,735,970 |
1,734,779 |
42,403 |
10,798,200 |
|
Gerard M. Mooney |
20,167,161 |
303,588 |
42,403 |
10,798,200 |
|
Laura L. Siegal |
19,587,267 |
886,288 |
39,597 |
10,798,200 |
|
Thomas L. Thomas |
18,718,292 |
1,753,245 |
41,615 |
10,798,200 |
|
Mikel H. Williams |
19,081,502 |
1,392,347 |
39,303 |
10,798,200 |
Proposal Two: Approval of the Amendment and Restatement of the Iteris,Inc. 2016 Omnibus Incentive Plan
|
For |
Against |
Abstain |
BrokerNon-Votes |
|
17,724,594 |
1,596,261 |
1,192,297 |
10,798,200 |
Proposal Three: Approval of the Amendment to Restated Certificate of Incorporation to Eliminate Cumulative Voting in the Election of Directors
|
For |
Against |
Abstain |
BrokerNon-Votes |
|
18,940,208 |
1,546,709 |
26,235 |
10,798,200 |
Proposal Four: Approval of the Amendment to Restated Certificate of Incorporation to Adopt Majority Voting Standard for Uncontested Director Elections
|
For |
Against |
Abstain |
BrokerNon-Votes |
|
20,318,646 |
78,745 |
115,761 |
10,798,200 |
Proposal Five: Ratification of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March31, 2019
|
For |
Against |
Abstain |
BrokerNon-Votes |
|
31,236,323 |
29,389 |
45,640 |
|
