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

(a) On May 4, 2021, Image Sensing Systems, Inc. (the "Company") held its 2021 annual meeting of shareholders. Of the 5,352,626 shares of the Company's common stock outstanding and entitled to vote, 4,179,822 shares, or 78%, 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 2,688,740 316,724 1,335,361 James W. Bracke 2,473,847 531,617 1,335,361 Joseph P. Daly 2,994,535 10,929 1,335,361 Geoffrey C. Davis 2,993,422 12,042 1,335,361 Paul F. Lidsky 2,769,075 236,389 1,335,361 Brian J. VanDerBosch 2,988,562 16,902 1,335,361

Proposal 2. Ratify the appointment of Boulay PLLP as the Company's independent registered public accounting firm for 2021.

Votes For Votes Against Abstain


 4,167,602     10,892       1,328

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

Votes For Votes Against Abstain Broker Non-Votes


 2,951,456     46,036       7,972      1,335,361

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
 2,877,213     119,506      8,745      1,335,361

Proposal 5. Approve the adoption of an amendment increasing the number of shares of our common stock available for grant under the 2014 Stock Option and Incentive Plan from 500,000 shares to 620,000 shares.





 Votes For  Votes Against  Abstain  Broker Non-Votes
 2,915,161     85,178       5,125      1,335,361




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