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

On September 8, 2022, Iteris, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The total number of shares of the Company's common stock represented in person or by proxy at the Annual Meeting was 36,270,989 or 85.19% of the issued and outstanding shares as of the record date for the Annual Meeting. At the Annual Meeting, the Company's stockholders (i) elected the five persons set forth below under "Proposal One: Election of Directors" to the Company's Board of Directors; (ii) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement; and (iii) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.

The detailed voting results on matters submitted to a vote of the stockholders at the Annual Meeting were as follows:





Proposal 1:  Election of Directors



Nominee                        For        Against     Abstain   Broker Non-Votes
J. Joseph ("Joe") Bergera   20,671,236   4,569,624    363,358      10,666,771
Gerard M. Mooney            16,269,936   8,912,739    421,543      10,666,771
Laura L. Siegal             16,753,458   8,401,162    449,598      10,666,771
Thomas L. Thomas            15,194,219   10,045,456   364,543      10,666,771
Dennis W. Zank              17,075,995   8,164,825    363,398      10,666,771




Proposal 2:  Advisory Vote Regarding Executive Compensation



   For        Against    Abstain   Broker Non-Votes
18,841,852   6,697,109   65,257       10,666,771

Proposal 3: Ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023

For Against Abstain Broker Non-Votes 34,538,294 1,261,074 471,621 0

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