ITERIS,INC. (NASDAQ:ITI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ITERIS,INC. (NASDAQ:ITI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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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


ITERIS, INC. Exhibit
EX-3.1 2 a18-36701_1ex3d1.htm EX-3.1 Exhibit 3.1   RESTATED CERTIFICATE OF INCORPORATION OF ITERIS,…
To view the full exhibit click here

About ITERIS,INC. (NASDAQ:ITI)

Iteris, Inc. is a provider of information solutions for both the traffic management and global agribusiness markets. The Company operates through three segments: Roadway Sensors, Transportation Systems and Performance Analytics. The Roadway Sensors segment provides various vehicle detection and information systems and products for traffic intersection control, incident detection and roadway traffic data collection applications. The Transportation Systems segment includes transportation engineering and consulting services, and the development of transportation management and traveler information systems for the Intelligent Transportation Systems (ITS) industry. The Performance Analytics segment includes iPeMS, its specialized transportation performance measurement and traffic analytics solutions, as well as ClearPath Weather, its road-maintenance applications, and ClearAg, its precision agriculture solutions.

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