Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Intrusion Inc. on August 19, 2025. The company is incorporated in Delaware and its common stock trades on the NASDAQ Capital Market under the symbol INTZ. The filing details the certified results of three proposals submitted to security holders.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
A quorum was established with 11,032,314 shares present, representing approximately 55.45% of eligible votes. All three proposals were approved by the stockholders:
- Election of Directors: Five nominees were elected to serve until the 2026 Annual Meeting. Significant broker non-votes (7,688,349) were recorded for all director candidates.
- Ratification of Auditors: Stockholders ratified the appointment of Whitley Penn LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Executive Compensation: Stockholders approved, on an advisory non-binding basis, the compensation of the Company's named executive officers.
Guidance, Outlook, and Risks
The filing contains no management commentary regarding future guidance, outlook, risks, contingencies, or unusual items. It strictly reports the outcomes of the shareholder vote.
Investor Verification Checklist
- Verify the definitive proxy statement filed on July 2, 2025, for detailed biographies of the newly elected directors and executive compensation specifics.
- Note the high volume of broker non-votes (7,688,349) on director elections and executive compensation, indicating shares held by brokers without voting instructions on these specific matters.
- Confirm the tenure of the newly elected directors, which extends until the 2026 Annual Meeting.
- Review subsequent filings for the actual financial results for the fiscal year ending December 31, 2025, as this 8-K does not include them.