Shareholder Vote

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): April 21, 2021       ELECTRO-SENSORS, INC.   (Exact name of Registrant as Specified in its Charter)   Minnesota   000-09587   41-0943459 (State or other jurisdiction of incorporation)   (Commission  File Number)    (I.R.S. Employer Identification No.)   6111 Blue Circle Drive  Minnetonka , Minnesota 55343-9108   (Address of Principal Executive Offices)   (952) 930-0100   (Registrant’s telephone number, including area code)   Not Applicable   (Former name or former address, if changed since last report)   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock ELSE Nasdaq  Capital Market   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:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).   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. ☐           Item 5.07. Submission of Matters to a Vote of Security Holders.   Electro-Sensors, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 21, 2021 (the “2021 Annual Meeting”). Set forth below is a brief description of each matter voted upon at the 2021 Annual Meeting and the voting results with respect to each matter.   1.       A proposal to set the number of directors at five.   For Against Abstentions Broker Non-Votes 1,981,601 1,610 2,935 455,585   2.       To elect five directors to serve until the next annual meeting of shareholders:   Director Nominee Votes For Votes Withheld Abstentions Broker Non-Votes Scott A. Gabbard 1,962,880 23,266 0 455,585 David L. Klenk 1,955,629 30,517 0 455,585 Joseph A. Marino 1,948,160 37,986 0 455,585 Jeffrey D. Peterson 1,962,505 23,641 0 455,585 Michael C. Zipoy 1,919,338 66,808 0 455,585   3. A proposal to ratify the appointment of Boulay PLLP as independent registered public accounting firm for the fiscal year ending December 31, 2021.   For Against Abstentions Broker Non-Votes 2,331,014 1,141 109,576 0   Pursuant to the foregoing votes, each proposal presented at the 2021 Annual Meeting was approved by shareholders and the five individuals nominated by the Company for election were elected. Accordingly, the number of directors was set at five; Messrs. Gabbard, Klenk, Marino, Peterson, and Zipoy were elected to serve as directors until the next annual meeting of shareholders; and the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified.         SIGNATURES   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.     ELECTRO-SENSORS, INC.     Date: April 27, 2021 By:   /s/David L. Klenk       David L. Klenk       Chief Executive Officer and Chief Financial Officer   2