Form 8-K

8-K — ELECTRO SENSORS INC

Accession: 0000897101-26-000335

Filed: 2026-07-27

Period: 2026-07-21

CIK: 0000351789

SIC: 3823 (INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL)

Item: Submission of Matters to a Vote of Security Holders

Documents

8-K — eletro07260448_8k.htm (Primary)

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0000351789

ELECTRO SENSORS INC

0000351789

2026-07-21

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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 ☐

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.

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”).

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

Chief Executive

Officer and Chief Financial Officer

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