UNITED STATES

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):  September 23, 2013

 

ITERIS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code:  (949) 270-9400

 

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

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

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

 

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

 

 

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

Iteris, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders on September 23, 2013.  The total number of shares of the Company’s common stock represented in person or by proxy at the meeting was 25,141,585, or 77.4% of the outstanding shares as of the record date for the meeting.  At the 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) ratified the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014, (iii) approved, by advisory vote, the compensation of the Company’s named executive officers, and (iv) approved, by advisory vote, three years as the preferred frequency for future advisory votes on the compensation of the Company’s named executive officers.  The detailed voting results on matters submitted to a vote of the stockholders at the meeting were as follows:

 

Proposal One:  Election of Directors

 

Nominee		For		Withheld		Broker Non-Votes
Richard Char		12,842,336		2,041,056		10,258,193
Kevin C. Daly, Ph.D.		14,540,113		343,279		10,258,193
Gregory A. Miner		13,782,098		1,101,294		10,258,193
Abbas Mohaddes		14,537,231		346,161		10,258,193
Gerard M. Mooney		14,563,925		319,467		10,258,193
Thomas L. Thomas		14,545,824		337,568		10,258,193
Mikel Williams		14,403,024		480,368		10,258,193

 

Proposal Two:  Ratification of the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014

 

For		Against		Abstain		Broker Non-Votes
25,012,938		61,890		66,757		0

 

Proposal Three:  Approve, by advisory vote, the compensation of the Company’s named executive officers

 

For		Against		Abstain		Broker Non-Votes
12,851,176		1,880,311		151,905		10,258,193

 

Proposal Four:  Advisory vote on the frequency of conducting advisory votes on the compensation of the Company’s named executive officers

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
2,867,219		153,851		9,602,295		2,260,027		10,258,193

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 27, 2013
	ITERIS, INC.,
	a Delaware corporation
	By:	/S/ JAMES S. MIELE
		James S. Miele
		Chief Financial Officer

 

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