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. |
On September 7, 2023, Iteris, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the Company’s common stock represented in person or by proxy at the Annual Meeting was 36,051,896 or 84.35% of the issued and outstanding shares as of the record date for the Annual Meeting. At the Annual Meeting, the Company’s stockholders (i) elected the seven persons set forth below under “Proposal One: Election of Directors” to the Company’s Board of Directors; (ii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement; and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024.
The detailed voting results on matters submitted to a vote of the stockholders at the Annual Meeting were as follows:
Proposal 1: Election of Directors
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| J. Joseph (“Joe”) Bergera | 22,873,203 | 3,393,550 | 131,313 | 9,653,830 | ||||
| Gary Hall | 22,070,786 | 4,189,712 | 137,568 | 9,653,830 | ||||
| Gerard M. Mooney | 18,294,746 | 8,071,391 | 31,929 | 9,653,830 | ||||
| Laura L. Siegal | 19,230,588 | 7,121,402 | 46,076 | 9,653,830 | ||||
| Thomas L. Thomas | 18,973,866 | 7,091,368 | 332,832 | 9,653,830 | ||||
| Kimberly Valentine-Poska | 22,150,801 | 4,152,595 | 94,670 | 9,653,830 | ||||
| Dennis W. Zank | 19,648,829 | 6,719,054 | 30,183 | 9,653,830 |
Proposal 2: Advisory Vote Regarding Executive Compensation
| For | Against | Abstain | Broker Non-Votes | |||
| 20,852,455 | 5,421,002 | 124,609 | 9,653,830 |
Proposal 3: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023
| For | Against | Abstain | Broker Non-Votes | |||
| 33,858,244 | 1,939,548 | 254,104 | 0 |
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: September 12, 2023 | ||
|
ITERIS, INC., a Delaware corporation | ||
| By: | /S/ KERRY A. SHIBA | |
| Kerry A. Shiba | ||
| Senior Vice President and Chief Financial Officer | ||