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.

On December15, 2016,Iteris,Inc. (the Company) held its 2016
Annual Meeting of Stockholders (the Annual Meeting) and at the
Annual Meeting, the Companys stockholders approved an amendment
to the Companys bylaws (Bylaws), changing the size of the Board
of Directors to not less than six (6)nor more than eleven (11)
members, with the exact number to be initially set at six (6)(the
Bylaw Amendment). Prior to the Bylaw Amendment, the Bylaws had
the size of the Board of Directors was not less than seven (7)nor
more than eleven (11) members. The Bylaw Amendment was effective
December15, 2016.

The foregoing description of the Bylaw Amendment does not purport
to be complete and is qualified in the entirety by reference to
the Bylaws 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 Companys common stock
represented in person or by proxy at the Annual Meeting held on
December15, 2016 was 28,920,894 or 89.85% of the issued and
outstanding shares as of the record date for the Annual Meeting.
At the Annual Meeting, the Companys stockholders (i)amended the
Companys bylaws to change the size of the Board of Directors to
not less than six (6)nor more than eleven (11) members, with the
exact number to be initially set at six (6); (ii)elected the six
persons set forth below under Proposal Two: Election of Directors
to the Companys Board of Directors; (iii)approved the 2016
Omnibus Incentive Plan; (iv)approved, by advisory vote, the
compensation of our named executive officers, (v)ratified the
appointment of Deloitte Touche LLP as the Companys independent
registered public accounting firm for the fiscal year ending
March31, 2017; and (vi)ratified the prior grant to Joe Bergera,
the Companys Chief Executive Officer, of an option to purchase
eight-hundred fifty thousand (850,000) shares of the Companys
common stock. The detailed voting results on matters submitted to
a vote of the stockholders at the Annual Meeting held on
December15, 2016 were as follows:

Proposal One: Amend the Bylaws to change the size of
the Board of Directors to not less than six (6)nor more than
eleven (11) members, with the exact number to be initially set at
six (6).

Proposal Two: Election of the slate of
Directors

Proposal Three: Approval of the 2016 Omnibus
Incentive Plan

Proposal Four: Approval, by advisory vote, of the
compensation of Companys named executive officers

Proposal Five: Ratification of Deloitte Touche LLP as
the Companys independent registered public accounting firm for
the fiscal year ending March31, 2017

Proposal Six: Ratification of the prior grant to
Mr.Joe Bergera, the Companys Chief Executive Officer, of an
option to purchase 850,000 shares of common stock

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.

ITERIS, INC. (NASDAQ:ITI) Recent Trading Information

ITERIS, INC. (NASDAQ:ITI) closed its last trading session up +0.01 at 3.70 with 19,718 shares trading hands.