Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) At the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of
Iteris, Inc. (the "Company") stockholders approved the Amended and Restated
Iteris, Inc. 2016 Omnibus Incentive Plan (the "Restated Plan"), as disclosed in
the Company's Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on July 27, 2021 (the "Proxy Statement"). The
Restated Plan (i) increased the total number of shares of common stock reserved
for issuance under the Restated Plan by 3,360,000 shares; (ii) extended the
expiration date of the Restated Plan to July 15, 2031; (iii) added provisions
which provide that no dividend or dividend equivalent will be paid on any
unvested equity award; (iv) increased the limit on director pay, including any
cash payments and the grant date fair value of equity granted to any one
non-employee director during a single fiscal year, from $250,000 to $350,000;
(v) decreased the fungible rate at which awards other than options or stock
appreciation rights granted under the Restated Plan are counted against the
shares of common stock; and (vi) made other administrative changes. The
Company's board of directors approved the Restated Plan on July 15, 2021,
subject to stockholder approval.
You can find a summary of the principal features of the Restated Plan in the
Proxy Statement, under the heading "Proposal Two - Approval of Amended and
Restated Iteris, Inc. 2016 Omnibus Incentive Plan". The summary of the Restated
Plan contained in the Proxy Statement is qualified in its entirety by the full
text of the Restated Plan, filed as Exhibit 10.1 to this Current Report on
Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
10.1 Amended and Restated Iteris, Inc. 2016 Omnibus Incentive Plan.
104 Cover Page Interactive Data File (cover page XBRL tags embedded within the
Inline XBRL document)
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ITERIS, INC. 
