IIN IntriCon

Filed: 6 May 21, 4:15pm










Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 


Date of Report (Date of earliest event reported) May 4, 2021



(Exact name of registrant as specified in its charter)







(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)


1260 Red Fox Road, Arden Hills, MN 55112

(Address of principal executive offices)  (Zip Code)
Registrant’s telephone number, including area code  (651) 636-9770


(Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):


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))


Securities registered pursuant to Section 12(b) of the Act:  

Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $1.00 per shareIINNasdaq Global Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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 5.07Submission of Matters to a Vote of Security Holders.

(a)       The annual meeting of shareholders of Intricon Corporation (“Intricon” or the “Company”) was held on May 4, 2021.

(b)       At the meeting, Intricon’s shareholders: (i) re-elected each of Nicholas A. Giordano and Raymond O. Huggenberger as a director of Intricon for a term of three years and until his successor is duly elected and qualified; (ii) approved, on an advisory basis, the Company’s executive compensation as disclosed in the Company’s proxy statement, referred to as "say-on-pay"; (iii) approved an amendment to the Company’s Amended and Restated 2015 Equity Incentive Plan to, among other matters, increase the number of shares of common stock authorized for issuance under that plan by 500,000 shares; and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2021.

In addition to the reelected directors referenced in the preceding paragraph, the terms of the following directors continued after the meeting: Mark S. Gorder, Scott Longval, Kathleen P. Pepski, Heather D. Rider and Philip I. Smith. As previously reported, Mr. Masucci retired as a director following the annual meeting.

The tabulation of votes for each proposal is as follows:

(1)Election of Directors:
Director Nominee:Nicholas A. Giordano 
Votes For6,511,011 
Withheld Authority101,548 
Broker Non-Votes1,441,828 


Director Nominee:Raymond O. Huggenberger 
Votes For6,508,696 
Withheld Authority103,863 
Broker Non-Votes1,441,828 


(2)Approval of Executive Compensation (“Say-on-Pay”):
Votes For6,307,953 
Votes Against157,523 
Votes Abstained147,083 
Broker Non-Votes1,441,828 


(3)Approval of Amendment to Amended and Restated 2015 Equity Incentive Plan:
Votes For5,510,688 
Votes Against1,072,844 
Votes Abstained29,027 
Broker Non-Votes1,441,828 


(4)       Ratification of Appointment of Deloitte & Touche LLP as Independent Auditor:

Votes For8,024,331 
Votes Against19,905 
Votes Abstained10,151 
Broker Non-Votes--- 





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




/s/ Annalee Lutgen

 Name:Annalee Lutgen
 Title:Director of Finance and Treasurer

Date: May 6, 2021