Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective on February 17, 2022, the Board of Directors of Autoscope Technologies Corporation (the "Company") approved the Autoscope Technologies Corporation 2022 Stock Option and Incentive Plan (the "Original Plan"), subject to the approval of the Company's shareholders. On May 2, 2022, the Company's Board of Directors amended the Original Plan in certain respects. (The Original Plan, as amended by the Company's Board of Directors on May 2, 2022, is referred to in this Current Report on Form 8-K as the "Plan.") At the annual meeting of the Company's shareholders held on May 10, 2022, the Company's shareholders, upon the recommendation of the Board of Directors, approved the adoption of the Plan.

The material terms of the Plan were described in the section of the Company's

definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on March 22, 2022 (the "2022 Proxy Statement") entitled "Proposal 5 - Approval of Autoscope Technologies Corporation 2022 Stock Option and Incentive Plan," as amended by the section of the Company's proxy statement Supplement filed with the SEC on May 2, 2022 (the "2022 Supplement") entitled "Proposal 5 - Approval of Autoscope Technologies Corporation 2022 Stock Option and Incentive Plan - Summary of the 2022 Stock Plan," which descriptions are incorporated by reference into this Item 5.02.

The foregoing description of the Plan, including the descriptions in the Company's 2022 Proxy Statement and 2022 Supplement referenced above, does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 5.02.

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

(a) On May 10, 2022, the Company held its 2022 annual meeting of shareholders. Of the 5,378,857 shares of the Company's common stock outstanding and entitled to vote, 4,262,855 shares, or 79%, were represented at the meeting.

(b) During the annual meeting, the Company's shareholders voted on the following matters:





Proposal 1.  Election of Directors



                       Votes For   Votes Withheld   Broker Non-Votes

Andrew T. Berger 2,810,033 66,724 1,386,098 James W. Bracke 2,761,119 115,638 1,386,098 Joseph P. Daly 2,417,669 459,088 1,386,098 Geoffrey C. Davis 2,760,780 115,977 1,386,098 Ezekiel J. Kruglick 2,836,694 40,063 1,386,098 Brian J. VanDerBosch 2,829,283 47,474 1,386,098

Proposal 2. Ratify the appointment of Boulay PLLP as the Company's independent registered public accounting firm for 2022.





  Votes For   Votes Against   Abstain
  4,240,989      13,741        8,125




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Proposal 3.  Advisory vote to approve the compensation of the Company's named
executive officers.



  Votes For   Votes Against   Abstain   Broker Non-Votes
  2,741,117      92,174       43,466       1,386,098

Proposal 4. Approve the adoption of an amendment to the Company's Section 382 rights agreement designed to preserve the Company's net operating loss carry forwards and other tax benefits.





  Votes For   Votes Against   Abstain   Broker Non-Votes
  2,764,104      105,026       7,627       1,386,098




Proposal 5. Approve the Autoscope Technologies Corporation 2022 Stock Option and
Incentive Plan.



  Votes For   Votes Against   Abstain   Broker Non-Votes
  2,737,027      108,450      31,280       1,386,098





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Item 7.01. Regulation FD Disclosure

Dividend. On May 10, 2022, the Board of Directors of Autoscope approved a dividend of $0.12 per share of common stock outstanding. The dividend will be payable on May 30, 2022 to shareholders of record as of the close of business on May 23, 2022. Although Autoscope intends to pay quarterly dividends for the foreseeable future, subsequent dividends will continue to be reviewed quarterly and declared by the Board at its discretion.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits.  The following document is filed as an Exhibit to this Current
Report on Form 10-K:



Exhibit No.                                      Description



  10.1                  Autoscope Technologies Corporation 2022 Stock Option and

Incentive Plan, as amended.



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