8-K 1 MainDocument.htm FORM 8-K DATED MARCH 31, 2020



Washington, D.C. 20549




Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) March 25, 2020


Image Sensing Systems, Inc.

(Exact name of registrant as specified in its charter)





(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota



(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code  (651) 603-7700


(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act: 


Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock, $0.01 par value
The Nasdaq Capital Market

Preferred Stock Purchase Rights
The Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Section 5  Corporate Governance and Management 


Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On March 25, 2020, the Board of Directors of Image Sensing Systems, Inc. (the "Company") approved an Executive 2020 Compensation Plan (the "2020 Plan") for Chad A. Stelzig, the Company's President and Chief Executive Officer, and Frank G. Hallowell, the Company's Chief Financial Officer.

Under the 2020 Plan, Chad A. Stelzig will receive an annual salary of $260,000, and Mr. Hallowell will receive an annual salary of $220,000, both of which are the same as their annual compensation for 2019 (which was annualized in the case of Mr. Hallowell, who became Chief Financial Officer on April 29, 2019).  In addition, the 2020 Plan includes target cash bonuses for Mr. Stelzig and Mr. Hallowell if the Company achieves performance criteria for 2020 set by the Company's Board of Directors, although the dollar amount of the bonuses cannot be determined at this time.







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. 


Dated:  March 31, 2020

Image Sensing Systems, Inc.









/s/ Frank G. Hallowell



Frank G. Hallowell



Chief Financial Officer and Principal Accounting Officer