INTZ shareholders ratify Whitley Penn and approve executive compensation

Rhea-AI Filing Summary

Intrusion, Inc. (INTZ) reported the outcomes of three items submitted to stockholders: election of five directors, ratification of Whitley Penn LLP as independent auditors for fiscal 2025, and an advisory (non-binding) vote to approve named executive compensation. Vote tallies shown indicate each director nominee received a large majority of votes in favor, the auditor appointment was ratified, and the advisory compensation proposal passed by a majority. The filing is signed by the Chief Financial Officer.

Positive

• All five director nominees were elected, showing clear shareholder support for board composition
• Whitley Penn LLP was ratified as independent auditors, ensuring auditor continuity for fiscal 2025
• Advisory approval of named executive compensation passed, indicating majority shareholder support for pay practices

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine annual corporate governance votes passed, indicating stable board support and auditor continuity.

The election of five director nominees with sizable affirmative vote totals and the ratification of Whitley Penn LLP as auditors are standard governance outcomes that preserve operational continuity. The advisory approval of executive compensation passed, which removes immediate shareholder dissent on pay practices but is non-binding. There are no financial figures, forecasts, or transactions disclosed in this filing to materially change valuation or near-term financial outlook.

Corporate Governance Expert

TL;DR: Governance items were approved by shareholders, signaling no immediate governance disruptions.

All five nominees were elected and the auditor appointment was ratified, both of which typically signal shareholder acceptance of current leadership and oversight arrangements. The advisory say-on-pay vote also passed, indicating majority support for executive compensation policies. The filing contains vote counts but no additional governance changes or contested issues that would raise material governance concerns.

false 0000736012 0000736012 2025-08-19 2025-08-19 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): August 19, 2025

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-39608	75-1911917
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 East Park Blvd, Suite 1200 Plano, Texas	75074
(Address of Principal Executive Offices)	(Zip Code)

(888) 637-7770

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

☐ 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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	INTZ	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

Intrusion Inc. (“Intrusion”) held its Annual Meeting of Stockholders on August19, 2025 (the “Annual Meeting”). At the Annual Meeting, Intrusion’s stockholders voted on three proposals, each of which is described in more detail in Intrusion’s definitive proxy statement filed with the Securities and Exchange Commission on July 2, 2025 (the “Proxy Statement”). Present at the Annual Meeting in person or by proxy were holders representing 11,032,314 shares of Common Stock, representing 11,032,314 votes and approximately 55.45% of the eligible votes, constituting a quorum. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions and broker non-votes, if applicable, with respect to each matter.

The stockholders of Intrusion voted on the following items at the Annual Meeting:

	(1)	To elect five (5) directors to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:  Anthony J. LeVecchio; Anthony Scott; Katrinka B. McCallum; Gregory K. Wilson, and Dion Hinchcliffe.
	(2)	To ratify the appointment of Whitley Penn LLP as independent auditors of the Company for the fiscal year ending December 31, 2025.
	(3)	To approve on an advisory non-binding basis the compensation of the Company’s named executives.

1. Election of Directors

The nominees for director proposed by Intrusion were elected to serve until Intrusion’s 2026 Annual Meeting of Stockholders or until their successors are elected and qualified, subject to earlier resignation or removal. The voting results were as follows:

Director		For		Withheld		Broker Non-Votes
ANTHONY SCOTT		3,195,092		148,873		7,688,349
ANTHONY J. LEVECCHIO		3,194,621		149,344		7,688,349
KATRINKA B. MCCALLUM		3,194,780		149,185		7,688,349
GREGORY K. WILSON		3,181,255		162,710		7,688,349
DION HINCHCLIFFE		3,194,792		149,173		7,688,349

2. Appointment of Whitley Penn LLP

Stockholders ratified the appointment of Whitley Penn LLP as Intrusion’s independent registered public accounting firm for Intrusion’s fiscal year ending December 31, 2025. The voting results were as follows;

For		Against		Abstain		Broker Non-Votes
9,715,649		19,167		1,297,498		0

3. Approval on an advisory non-binding basis the compensation of the Company’s named executives.

Stockholders approved on an advisory non-binding basis the compensation of its named executive officers, as disclosed in the Executive Compensation section of the Proxy Statement. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
3,099,835		190,545		53,585		7,688,349

2

SIGNATURE

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.

	Intrusion, Inc.
Dated: August 25, 2025	By:	/s/ Kimberly Pinson
		Kimberly Pinson
		Chief Financial Officer

3

FAQ

What were the results of the director elections for Intrusion, Inc. (INTZ)?

Each of the five nominees—Anthony Scott, Anthony J. LeVecchio, Katrinka B. McCallum, Gregory K. Wilson, and Dion Hinchcliffe—received a majority of votes in favor as shown in the filing.

Was an auditor appointed or ratified in the INTZ 8-K?

Yes. Stockholders ratified the appointment of Whitley Penn LLP as independent auditors for the fiscal year ending December 31, 2025.

Did Intrusion, Inc. receive shareholder approval for executive compensation (say-on-pay)?

Yes. The advisory, non-binding vote to approve the company’s named executive compensation received majority approval according to the vote totals in the filing.

Does the 8-K disclose any financial results or material transactions?

No. The filing reports vote outcomes for governance matters and does not include financial results, earnings data, or material transactions.

Who signed the 8-K for Intrusion, Inc.?

The filing is dated August 25, 2025 and is signed by Kimberly Pinson, Chief Financial Officer.