伊萊克森特別股東大會通過合併提案 逾233萬票贊成

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 0000351789
 ELECTRO SENSORS INC
 
 
 
 
 
 
 
 0000351789
 
 
 2026-07-21
 2026-07-21
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

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): July 21, 2026

 

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.

 

On
July 21, 2026, Electro-Sensors, Inc. (the “Company”) held a special meeting of shareholders (the “Special
Meeting”) to consider and vote on the proposals set forth below, each of which is described in greater detail in the
Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 26, 2026 (the “Proxy
Statement”).

 

As
of the close of business on June 10, 2026, the record date for the Special Meeting (the “Record Date”), there
were 3,532,423 issued and outstanding shares of the Company’s common stock, par value $0.10 per share (the “Company
Common Stock”), entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 2,371,955
shares of Company Common Stock, representing approximately 67.14% of the shares of Company Common Stock entitled to vote at the
Special Meeting, were represented virtually or by proxy, constituting a quorum. The final results for the votes regarding each
proposal are set forth below.

 

Proposal
1 - The Merger Proposal

 

Proposal
1 (the “Merger Proposal”) was to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated
as of April 20, 2026, by and among the Company, steute Industrial Controls, Inc., a Connecticut corporation (“Parent”),
and Steute Burwell, Inc., a Minnesota corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant
to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly
owned subsidiary of Parent.

 

The
results with respect to the Merger Proposal are set forth below and the proposal was approved:

 

 Votes
 For
  
 Votes
 Against
  
 Abstentions

 2,339,552
  
 5,382
  
 27,021

 

The
merger remains subject to the satisfaction or waiver of the remaining conditions to closing contained in the Merger Agreement.

 

Proposal
2 - The Compensation Proposal

 

Proposal
2 (the “Compensation Proposal”) was to consider and vote on a proposal to approve, on a non-binding, advisory basis,
compensation that may be paid or become payable to the Company’s named executive officer in accordance with Item 402(t)
of Regulation S-K.

 

The
results with respect to the Compensation Proposal are set forth below and the proposal was approved:

 

 Votes
 For
  
 Votes
 Against
  
 Abstentions

 1,789,409
  
 397,574
  
 184,972

 

Proposal
3 - The Adjournment Proposal

 

Proposal
3 (the “Adjournment Proposal”) was to consider and vote on a proposal to approve the adjournment of the Special Meeting
to a later date or dates, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional
proxies in favor of the proposals described in the Proxy Statement, in the event the Company did not receive the requisite shareholder
vote to approve such proposals or establish a quorum.

 

The
results with respect to the Adjournment Proposal are set forth below and the proposal was approved:

 

 Votes
 For
  
 Votes
 Against
  
 Abstentions

 2,188,445
  
 169,648
  
 13,862

 

  

  

 

Forward-Looking
Statements

 

Any
statements in this Form 8-K about the Company’s future expectations, plans and prospects, as well as any other statements
regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties, and actual results
may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not
limited to, statements about Parent’s proposed acquisition of the Company, the ability of Parent and the Company to complete
the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation
of the merger contemplated thereby and the other conditions set forth in the Merger Agreement, statements about the expected timetable
for completing the proposed transaction, Parent’s and the Company’s beliefs and expectations and statements about
the benefits sought to be achieved in Parent’s proposed acquisition of the Company, the potential effects of the acquisition
on the Company, the possibility of any termination of the Merger Agreement, as well as other statements containing the words “anticipates,”
“believes,” “continue,” “expects,” “intends,” “look forward,” “plans,”
“toward,” “will” and similar expressions.

 

You
should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and
assumptions that are difficult or impossible to predict and, in some cases, beyond the Company’s control. These forward-looking
statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove
to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties.

 

Such
risks and uncertainties include, without limitation, (i) the occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement; (ii) the satisfaction or waiver of closing conditions to the consummation
of the proposed transaction, including the receipt of the requisite approval of the Company’s shareholders; (iii) the effects
of disruption from the proposed transaction contemplated by the Merger Agreement and the impact of the announcement and pendency
of the proposed transaction on the Company’s business; (iv) the effects of the proposed transaction on relationships with
employees, customers, suppliers, other business partners or governmental entities; (v) the response of competitors to the proposed
transaction; (vi) risks associated with the disruption of management’s attention from ongoing business operations due to
the proposed transaction; (vii) the ability of the parties to consummate the proposed transaction in a timely manner or at all;
(viii) significant costs associated with the proposed transaction; (ix) potential litigation relating to the proposed transaction;
(x) restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain
business opportunities; (xi) general industry conditions and competition; and (xii) general economic factors.

 

These
risks, as well as other risks associated with the proposed transaction, are described in additional detail in the proxy statement
filed with the SEC in connection with the proposed transaction. Additional risks and uncertainties that could cause actual outcomes
and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk
Factors” in the Company’s most recent annual and quarterly reports filed with the SEC and any subsequent reports on
Form 10-K, Form 10-Q or Form 8-K filed from time to time and available at www.sec.gov. All forward-looking statements contained
in this communication speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking
statement, whether because of new information, future events or otherwise.

 

  

  

 

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: July 27, 2026
 By:
 /s/
 David L. Klenk

  
  
 David L. Klenk

  
  
 Chief Executive
 Officer and Chief Financial Officer