SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 15, 2014

 

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

(972) 234-6400

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(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:

 

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

 

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

 

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

 

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

 

 

 

ITEM 5.07                                  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

The 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 15, 2014.  Matters submitted to the stockholders of the Company entitled to vote at the Annual Meeting (the “Stockholders”) and voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 2, 2014, were: (1) the election of five directors to serve until the 2015 Annual Meeting of Stockholders of the Company and (2)  the ratification of the selection of Whitley Penn LLP as the Company’s independent auditors for fiscal year 2014.

 

On March 28, 2014, the record date for the Annual Meeting, there were 12,386,696 shares of Common Stock and 220,000 shares of as converted common from preferred stock issued, outstanding and entitled to vote.  Stockholders holding 12,356,990 shares were present at the meeting, in person or represented by proxy.

 

Each of the director nominees set forth below was elected to hold office until his respective successor is duly elected and qualified or until his earlier death, resignation or removal.  The Stockholders ratified the selection of Whitely Penn LLP as the Company’s independent auditors for the fiscal year ending December 31, 2014.

 

The table below shows the number votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding the election of the five directors to serve until the 2015 Annual Meeting of Stockholders of the Company.

 

Name of Director Nominee		For		Against		Withheld		Abstentions		Broker Non- Votes
G. Ward Paxton		8,056,304				233,165
T. Joe Head		8,057,329				232,140
J. Fred Bucy, Jr.		7,961,383				328,086
James F. Gero		8,062,392				277,077
Donald M. Johnston		7,962,483				326,986

 

The table below shows the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding the ratification of the selection of Whitely Penn LLP as the Company’s independent auditors for fiscal year 2014.

 

For		Against		Withheld		Abstentions		Broker Non- Votes
12,345,895		2,319				8,776

 

SIGNATURES

 

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: September 3, 2014	By:	/s/ MICHAEL L. PAXTON
		Michael L. Paxton
		Chief Financial Officer

 

2