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 20, 2022       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 20, 2022 (the "2022 Annual Meeting"). Set forth below is a brief description of each matter voted upon at the 2022 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     1,298,101 726 1,723 718,355     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 1,277,873 22,677 0 718,355     David L. Klenk 1,270,431 30,119 0 718,355     Joseph A. Marino 1,268,766 31,784 0 718,355     Jeffrey D. Peterson 1,277,166 23,384 0 718,355     Michael C. Zipoy 1,264,995 35,555 0 718,355     3. A proposal to ratify the appointment of Boulay PLLP as independent registered public accounting firm for the fiscal year ending December 31, 2022.     For Against Abstentions Broker Non-Votes     2,017,212 551 1,142 0       4. An advisory vote to approve executive compensation (a "Say-on-Pay" vote).     For Against Abstentions Broker Non-Votes     1,240,599 29,919 30,032 718,355     Pursuant to the foregoing votes, each proposal presented at the 2022 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 or until his respective successor is duly elected and qualified; the appointment of Boulay PLLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified; and the Company's shareholders adopted a non-binding resolution approving the compensation of the Company's named executive officer, as described in the Company's proxy statement for the 2022 Annual Meeting.         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 25, 2022 By:   /s/David L. Klenk       David L. Klenk       Chief Executive Officer and Chief Financial Officer   2