UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01. Other Events.
On March 3, 2023, the board of directors of Iteris, Inc. (the “Company”) revised the director and management stock ownership guidelines that were previously adopted in February 2016 and amended in September 2020 (the “Ownership Guidelines”). Under the revised Ownership Guidelines, non-employee members of the board are required to own shares of Company common stock having a value equal to or greater than five times their annual cash board retainer, which is an increase from the prior requirement of three times their annual cash board retainer. Additionally, the revised Ownership Guidelines require each non-employee member of the board to retain 100% of their equity compensation until the threshold is met and thereafter maintain such ownership at or above the threshold, which replaces the prior five-year time period to achieve compliance. The revised Ownership Guidelines also give non-employee members of the board the option to receive their annual cash board retainer in equity, which would be granted upfront at the annual meeting and vest when cash otherwise would have been paid.
Except as set forth herein, the terms of the revised Ownership Guidelines are otherwise the same as described under the heading “Director and Management Stock Ownership Guidelines” in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on July 15, 2022.
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.
| Dated: March 8, 2023 | ||
| ITERIS, INC. | ||
| By: | /s/ Kerry A. Shiba | |
| Kerry A. Shiba | ||
| Senior Vice President and Chief Financial Officer | ||