Electro-Sensors Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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 23, 2025 (the “2025 Annual Meeting”). Of the 3,428,021 shares of the Company’s common stock outstanding and entitled to vote at the 2025 Annual Meeting on the February 27, 2025 record date, 2,417,451 shares, or approximately 70.52%, were present at the 2025 Annual Meeting either in person or by proxy. Set forth below is a brief description of each proposal voted upon at the 2025 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 | 1,874,294 | 40,370 | 0 | 502,787 |
| David L. Klenk | 1,874,327 | 40,337 | 0 | 502,787 |
| Joseph A. Marino | 1,870,054 | 44,610 | 0 | 502,787 |
| Jeffrey D. Peterson | 1,874,494 | 40,170 | 0 | 502,787 |
| Michael C. Zipoy | 1,855,708 | 58,956 | 0 | 502,787 |
| 2. | To set the number of directors at five. |
| For | Against | Abstentions | Broker Non-Votes |
| 2,202,675 | 206,364 | 8,412 | 0 |
| 3. | To ratify the appointment of Boulay PLLP as independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| For | Against | Abstentions | Broker Non-Votes |
| 2,393,087 | 10,855 | 13,509 | 0 |
| 4. | An advisory vote to approve executive compensation (a “Say-on-Pay” vote). |
| For | Against | Abstentions | Broker Non-Votes | |
| 1,830,018 | 75,310 | 9,336 | 502,787 |
| 5. | An advisory vote on the frequency of future Say-on-Pay votes (a “Frequency Vote”). |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | |
| 812,618 | 4,305 | 1,092,306 | 5,435 | 502,787 |
Pursuant to the foregoing votes, each nominee for election as a director and each proposal presented at the 2025 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; the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified; the Company’s shareholders adopted a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Company’s proxy statement for the 2025 Annual Meeting; and the Company’s shareholders cast a non-binding, advisory vote in favor of conducting future Say-on-Pay votes on a triennial basis.
The Company’s Board of Directors met and determined that the Company will hold future votes asking shareholders to approve the compensation of the Company’s named executive officers on a triennial basis. The Board believes that a vote on executive compensation every three years is the best approach for the Company. The Company’s executive compensation plan is intended to incentivize and reward performance over a multi-year period, and a three-year cycle is consistent with these time horizons. The Board appreciates the feedback from its shareholders and considered the shareholder vote as part of the decision-making process regarding the frequency of future advisory votes on executive compensation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ELECTRO-SENSORS, INC. | ||
| Date: April 29, 2025 | By: | /s/ David L. Klenk |
| David L. Klenk | ||
| Chief Executive Officer and Chief Financial Officer | ||
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