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INTRUSION INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

September 4, 2014

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



The 2014 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on May 15, 2014. Matters submitted to the stockholders of the Company entitled to vote at the Annual Meeting (the "Stockholders") and voted upon at the Annual Meeting, which are more fully described in the Company's proxy statement, filed with the Securities and Exchange Commission on April 2, 2014, were: (1) the election of five directors to serve until the 2015 Annual Meeting of Stockholders of the Company and (2) the ratification of the selection of Whitley Penn LLP as the Company's independent auditors for fiscal year 2014.

On March 28, 2014, the record date for the Annual Meeting, there were 12,386,696 shares of Common Stock and 220,000 shares of as converted common from preferred stock issued, outstanding and entitled to vote. Stockholders holding 12,356,990 shares were present at the meeting, in person or represented by proxy.

Each of the director nominees set forth below was elected to hold office until his respective successor is duly elected and qualified or until his earlier death, resignation or removal. The Stockholders ratified the selection of Whitely Penn LLP as the Company's independent auditors for the fiscal year ending December 31, 2014.

The table below shows the number votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding the election of the five directors to serve until the 2015 Annual Meeting of Stockholders of the Company.

Name of Director Broker Non- Nominee For Against Withheld Abstentions Votes G. Ward Paxton 8,056,304 233,165 T. Joe Head 8,057,329 232,140 J. Fred Bucy, Jr. 7,961,383 328,086 James F. Gero 8,062,392 277,077 Donald M. Johnston 7,962,483 326,986



The table below shows the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the proposal regarding the ratification of the selection of Whitely Penn LLP as the Company's independent auditors for fiscal year 2014.

Broker Non- For Against Withheld Abstentions Votes 12,345,895 2,319 8,776


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Source: Edgar Glimpses


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