Intrusion 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.
Intrusion Inc. (“Intrusion”) held its Annual Meeting of Stockholders on August19, 2025 (the “Annual Meeting”). At the Annual Meeting, Intrusion’s stockholders voted on three proposals, each of which is described in more detail in Intrusion’s definitive proxy statement filed with the Securities and Exchange Commission on July 2, 2025 (the “Proxy Statement”). Present at the Annual Meeting in person or by proxy were holders representing 11,032,314 shares of Common Stock, representing 11,032,314 votes and approximately 55.45% of the eligible votes, constituting a quorum. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions and broker non-votes, if applicable, with respect to each matter.
The stockholders of Intrusion voted on the following items at the Annual Meeting:
| (1) | To elect five (5) directors to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: Anthony J. LeVecchio; Anthony Scott; Katrinka B. McCallum; Gregory K. Wilson, and Dion Hinchcliffe. | |
| (2) | To ratify the appointment of Whitley Penn LLP as independent auditors of the Company for the fiscal year ending December 31, 2025. | |
| (3) | To approve on an advisory non-binding basis the compensation of the Company’s named executives. |
| 1. | Election of Directors |
The nominees for director proposed by Intrusion were elected to serve until Intrusion’s 2026 Annual Meeting of Stockholders or until their successors are elected and qualified, subject to earlier resignation or removal. The voting results were as follows:
| Director | For | Withheld | Broker Non-Votes | |||
| ANTHONY SCOTT | 3,195,092 | 148,873 | 7,688,349 | |||
| ANTHONY J. LEVECCHIO | 3,194,621 | 149,344 | 7,688,349 | |||
| KATRINKA B. MCCALLUM | 3,194,780 | 149,185 | 7,688,349 | |||
| GREGORY K. WILSON | 3,181,255 | 162,710 | 7,688,349 | |||
| DION HINCHCLIFFE | 3,194,792 | 149,173 | 7,688,349 |
| 2. | Appointment of Whitley Penn LLP |
Stockholders ratified the appointment of Whitley Penn LLP as Intrusion’s independent registered public accounting firm for Intrusion’s fiscal year ending December 31, 2025. The voting results were as follows;
| For | Against | Abstain | Broker Non-Votes | |||
| 9,715,649 | 19,167 | 1,297,498 | 0 |
| 3. | Approval on an advisory non-binding basis the compensation of the Company’s named executives. |
Stockholders approved on an advisory non-binding basis the compensation of its named executive officers, as disclosed in the Executive Compensation section of the Proxy Statement. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 3,099,835 | 190,545 | 53,585 | 7,688,349 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Intrusion, Inc. | ||
| Dated: August 25, 2025 | By: | /s/ Kimberly Pinson |
| Kimberly Pinson | ||
| Chief Financial Officer | ||
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