UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 May 16, 2023 (the “Annual Meeting”). At the Annual Meeting, Intrusion’s stockholders voted on four proposals, each of which is described in more detail in Intrusion’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2023. Present at the Annual Meeting in person or by proxy were holders representing 16,484,346 shares of Common Stock, representing 16,484,346 votes and approximately 78.16% 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 Scott; Anthony J. LeVecchio; James F. Gero; Katrinka B. McCallum; and, Gregory K. Wilson | |
| 2. | To ratify the appointment of Whitley Penn LLP as independent auditors of the Company for the fiscal year ending December 31, 2023; | |
| 3. | To approve the Amended 2021 Omnibus Incentive Plan of Intrusion Inc.; and, | |
| 4. | To approve the 2023 Employee Stock Purchase Plan of Intrusion Inc. |
The nominees for director proposed by Intrusion were elected to serve until Intrusion’s 2024 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. The voting results were as follows:
| DIRECTOR | Votes For | Abstentions | Broker Non-Votes |
| ANTHONY SCOTT | 8,360,152 | 110,558 | 8,013,636 |
| ANTHONY J. LEVECCHIO | 8,046,565 | 424,145 | 8,013,636 |
| JAMES F. GERO | 8,040,934 | 429,776 | 8,013,636 |
| KATRINKA B. MCCALLUM | 8,006,463 | 464,247 | 8,013,636 |
| GREGORY K. WILSON | 7,981,837 | 488,873 | 8,013,636 |
Stockholders ratified the appointment of Whitley Penn LLP as Intrusion’s independent registered public accounting firm for Intrusion’s fiscal year ending December 31, 2023. The voting results were as follows;
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 16,445,868 | 17,073 | 21,405 | – | |||
Stockholders approved the Amended 2021 Omnibus Incentive Plan. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,868,001 | 597,749 | 4,960 | 8,013,636 | |||
Stockholders approved the 2023 Employee Stock Purchase Plan. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 8,340,658 | 80,924 | 49,128 | 8,013,636 | |||
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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: May 22, 2023 | By: | /s/ Kimberly Pinson |
| Kimberly Pinson | ||
| Chief Financial Officer | ||
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