ELECTRO SENSORS INC: Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

Electro-Sensors, Inc. (the "Company") held its Annual Meeting of Shareholders on April 27, 2023 (the "2023 Annual Meeting"). Of the 3,428,021 shares of the Company's common stock outstanding and entitled to vote at the 2023 Annual Meeting on the February 28, 2023 record date, 2,109,065 shares, or approximately 61.52%, were present at the 2023 Annual Meeting either in person or by proxy. Set forth below is a brief description of each proposal voted upon at the 2023 Annual Meeting and the voting results with respect to each proposal.

1. To elect five directors to serve until the next annual meeting of shareholders:



  Director Nominee    Votes For Votes Withheld Abstentions Broker Non-Votes
  Scott A. Gabbard    1,174,672     93,594          0          840,799
  David L. Klenk      1,167,850    100,416          0          840,799
  Joseph A. Marino    1,164,375     103,891         0          840,799
  Jeffrey D. Peterson 1,174,455      93,811         0          840,799
  Michael C. Zipoy      997,038     271,228         0          840,799






2.    To set the number of directors at five.



   For    Against Abstentions Broker Non-Votes
1,177,619   310     90,337        840,799

3. To ratify the appointment of Boulay PLLP as independent registered public

    accounting firm for the fiscal year ending December 31, 2023.




   For    Against Abstentions Broker Non-Votes

1,950,007 11,991    147,067          0

Pursuant to the foregoing votes, each nominee for election as a director and each proposal presented at the 2023 Annual Meeting was approved by shareholders. Accordingly, the number of directors was set at five; Messrs. Gabbard, Klenk, Marino, Peterson, and Zipoy were elected to serve as directors until the next annual meeting of shareholders or until his respective successor is duly elected and qualified; and the appointment of Boulay PLLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified.