0001171843-20-005709 8-K 1 20200806 5.07 20200807 20200807 INTELLIGENT SYSTEMS CORP 0000320340 7372 581964787 GA 1231 8-K 34 001-09330 201083755 4355 SHACKLEFORD RD NORCROSS GA 30093 4043812900 4355 SHACKLEFORD ROAD NORCROSS GA 30093 8-K 1 f8k_080720.htm FORM 8-K



Washington, D.C. 20549




Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 6, 2020



(Exact name of Registrant as specified in its charter)


Georgia  1-9330  58-1964787
(State or other jurisdiction  Commission file number  (I.R.S. Employer Identification No.)
of incorporation or organization)      


4355 Shackleford Road, Norcross, Georgia  30093
(Address of principal executive offices)  (Zip Code)


Registrant’s telephone number, including area code: (770) 381-2900


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:


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


oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFP 240.14a-12)


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


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


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


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. ¨


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


Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value for the class INS NYSE American




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


At the Annual Meeting of Shareholders of Intelligent Systems Corporation (“Registrant”) on August 6, 2020, shareholders re-elected A. Russell Chandler, III to the board of directors, to serve until the 2023 Annual Meeting and elected Elizabeth W. Camp to the board of directors, to serve until the 2023 Annual Meeting. A total of 6,605,939 shares, representing 74.0 percent of the outstanding shares, were voted at the meeting. The vote was as follows:


  For Withheld
Elizabeth W. Camp 6,580,193 25,746
A. Russell Chandler, III 6,455,835 150,104


Shareholders also approved the Intelligent Systems Corporation 2020 Non-employee Directors’ Stock Incentive Plan. The vote was as follows:


For Against Abstain
6,465,093 136,138 4,708


Shareholders also approved, by a non-binding advisory vote, the compensation of the Registrant’s named executive officers. The vote was as follows:


For Against Abstain
6,557,793 24,456 23,690


No other items were submitted to a vote of shareholders at the Annual Meeting.




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.


   /s/ Matthew A. White
By:    Matthew A. White
   Chief Financial Officer