Electro-Sensors Inc.

04/29/2024 | Press release | Distributed by Public on 04/29/2024 12:17

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders.

Electro-Sensors, Inc. (the "Company") held its Annual Meeting of Shareholders on April 24, 2024 (the "2024 Annual Meeting"). Of the 3,428,021 shares of the Company's common stock outstanding and entitled to vote at the 2024 Annual Meeting on the February 28, 2024 record date, 2,428,642 shares, or approximately 70.84%, were present at the 2024 Annual Meeting either in person or by proxy. Set forth below is a brief description of each proposal voted upon at the 2024 Annual Meeting and the voting results with respect to each proposal.

1. To elect five directors to serve until the next annual meeting of shareholders:

Director Nominee Votes For Votes Withheld Abstentions Broker Non-Votes
Scott A. Gabbard 1,935,788 114,755 0 378,099
David L. Klenk 1,938,588 111,955 0 378,099
Joseph A. Marino 1,922,724 127,819 0 378,099
Jeffrey D. Peterson 2,018,358 32,185 0 378,099
Michael C. Zipoy 1,758,027 292,516 0 378,099

2. To set the number of directors at five.

For Against Abstentions Broker Non-Votes
2,332,118 5,334 91,190 0
3. To ratify the appointment of Boulay PLLP as independent registered public accounting firm for the fiscal year ending December 31, 2024.
For Against Abstentions Broker Non-Votes
2,333,333 3,408 91,901 0

Pursuant to the foregoing votes, each nominee for election as a director and each proposal presented at the 2024 Annual Meeting was approved by shareholders. Accordingly, the number of directors was set at five; Messrs. Gabbard, Klenk, Marino, Peterson, and Zipoy were elected to serve as directors until the next annual meeting of shareholders or until his respective successor is duly elected and qualified; and the appointment of Boulay PLLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified.