UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Under Section 240.14a-12 | |
ELECTRO-SENSORS,
INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☒ | No fee required | ||
| ☐ | Fee paid previously with preliminary materials. | ||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 | ||
Electro-Sensors, Inc.
Supplemental Proxy Materials
April 5, 2024
On March 20, 2024, Electro-Sensors, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission, made available to its shareholders online at http://www.idelivercommunications.com/proxy/else, and began mailing to its shareholders the Company’s definitive proxy statement for the annual meeting of its shareholders to be held on April 24, 2024 (the “2024 Proxy Statement”). After filing, posting and mailing the 2024 Proxy Statement, the Company discovered a scrivener’s error in one cell of the table included in the “Director Compensation” section of the 2024 Proxy Statement, which resulted in inaccurate amounts being reported in “Fees earned or paid in cash” and “Total” columns for Mr. Joseph A. Marino, Chairman of the Board of Directors. Such table should have reflected the following:
| · | In the “Fees earned or paid in cash” column, the amount for Mr. Marino should have been $59,750, instead of $95,750. |
| · | In the “Total” column, the amount for Mr. Marino should have been $168,891 instead of $204,891. |
The following table reflects the corrected information for Mr. Marino in the “Director Compensation” section of the Company’s 2024 Proxy Statement. All other information in the table remains unchanged:
| Director Name | Fees earned or paid in cash ($) | Option Awards ($)(1) |
Restricted Stock Units ($)(2) |
Total ($) |
| Joseph A. Marino | 59,750 | 37,216 | 71,925 | 168,891 |
| Scott A. Gabbard | 42,375 | 0 | 71,925 | 114,300 |
| Jeffrey D. Peterson | 23,000 | 37,216 | 71,925 | 132,141 |
| Michael C. Zipoy | 40,750 | 37,216 | 71,925 | 149,891 |