Form 8-K INSIGNIA SYSTEMS INC/MN For: Mar 31

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

March 31, 2016

Date of Report (Date of Earliest Event Reported)

Insignia Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)

(763) 392-6200

(Registrant’s Telephone Number, Including Area Code)

(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):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.                Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2016, the Board of Directors (the “Board”) of Insignia Systems, Inc. (the “Company”) received correspondence from Edward A. Corcoran pursuant to which he resigned from the Board, effective immediately. At the time of his resignation, Mr. Corcoran served as chair of the Board’s compensation committee.  In his resignation correspondence, Mr. Corcoran expressed his concerns about the current dynamics of the Board, and the adoption by the Board of a Board Access and Communications Policy. A copy of Mr. Corcoran’s correspondence, which contains a description of the circumstances surrounding his resignation, is attached as Exhibit 17.1 to this current report on Form 8-K and the description of the correspondence contained herein is qualified by the full text of the correspondence.

Item 7.01.                Regulation FD Disclosure.

A copy of the Board Access and Communications Policy adopted by the Board on January 13, 2016 is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference. As stated therein, the objective of the policy, which is applicable to all directors, is to ensure that (i) the Board has appropriate access to members of management of the Company and the Company’s books and records to facilitate directors’ roles as active, informed and engaged fiduciaries and (ii) communications with the public and others regarding the Company are accurate, consistent and in compliance with applicable regulatory requirements.

The information contained in this Item 7.01 and Exhibit 99.1 is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.                Financial Statements and Exhibits.

(d)                                 Exhibits

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SIGNATURES

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

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EXHIBIT INDEX

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Exhibit 17.1

March 31, 2016 (11:00 PM)

Fellow Insignia Board Members and Acting President/Executive Officer:

I have appreciated the opportunity to serve as a Board member of Insignia Systems, Inc for a number of years including through a period of significant company reform. I remain optimistic about the Company’s future as a significant and long term shareholder.

I take pride in the new level of accountability and alignment for executive performance recently implemented by the Compensation Committee I chaired, as well as working on the recruitment Committee for the new CEO, and previously sitting on the Audit Committee when we advocated for and implemented reforms including a new accounting and sales management system as well as sales quotas. Further improvements in the area of accountability and performance measures seem necessary in sales management, new product/service offerings and decisions on the best use of cash to increase returns for our customers and especially for our shareholders. I believe our new CEO can lead and implement effective initiatives.

While I do not wish to offend anyone personally, I believe the current dynamic of the Board is not conducive for me to effectively discharge my duties as a fiduciary. In my opinion, the Board majority has been unfair and selective in their treatment of fellow Board member and significant shareholder, Nick Swenson as well as to me. Also in my opinion, the newly instituted “Board Access and Communications Policy” seems overly restrictive for fiduciaries to gain access to information relevant for us to perform our duties. I also hope to see timely and accurate placement of all meeting minutes into the company record including December 2015 and January 2016 meetings per directions already given to the recently installed external Corporate Counsel. It is important that those meeting minutes reflect the matters as articulated and submitted by those individual fiduciaries expressing their views.

I hereby resign as a Board member of Insignia and wish the company, its customers and Shareholders great success.

Respectfully,

CC: Jim Melville, recently appointed external Corporate Counsel

Exhibit 99.1

Insignia Systems Inc.

Board of Directors Access and Communications Policy

Adopted January 13, 2016

Purpose

The objectives of this policy are to ensure that (i) the Board of Directors (the “Board”) of Insignia Systems Inc. (the “Company”) has appropriate access to members of management of the Company and the Company’s books and records to facilitate directors’ roles as active, informed and engaged fiduciaries and (ii) communications with the public and others regarding the Company are accurate, consistent and in compliance with applicable regulatory requirements. The Board will oversee this policy and periodically consider any changes to this policy that may be deemed to be necessary or desirable by the Board.

Access to Management and Books and Records

The Company will provide directors with access to the principal executive officer (the “PEO”) and the principal financial officer (the “PFO”) of the Company.  In addition, the Board welcomes regular attendance at each Board meeting of executive officers and other members of senior management of the Company. Directors will also be provided access to (i) members of management and employees of the Company (collectively, “Employees”) other than the PEO and PFO and (ii) the Company’s books and records, in each case, for any purpose and to the extent reasonably related to the Board’s responsibilities. Directors will coordinate any such access sufficiently in advance thereof with any Chairman of the Board (each, a “Chairman”) and the PEO or PFO, who may establish appropriate procedures therefor. Directors will use their judgment to ensure that any such access is not disruptive to, and does not impose an undue burden on, the business or operations of the Company. Directors will not give direction to Employees, other than through the PEO or PFO, and will refrain from any communications with Employees that are false, misleading or disparaging.

Communications with Public and Others

The Board believes that each Chairman, the PEO and PFO speak for the Company. Other employees and agents of the Company or its subsidiaries may, from time to time, be designated by a Chairman, the PEO or PFO to speak on behalf of the Company or to respond to specific inquiries from the investment community or the media. Directors are expected to refrain from communicating with institutional investors, other stockholders, governmental, regulatory and community officials, analysts, the press and other constituencies regarding the Company. Individual Board members may, from time to time, at the request of the PEO or a Chairman, meet or otherwise communicate with various constituencies of the Company.

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Violation of Policy

Violation of this policy has the potential to result in serious adverse consequences to the Company and/or cause significant disruption to the conduct of the Company’s business and operations. The Board shall review instances of non-compliance with this policy that are brought to its attention. Violation of this policy may result in one or more of the following actions with respect to the offending director, as well as pursuit of any other available remedies:

·                  The offending director may not be re-nominated for election to the Board at the next annual meeting of shareholders;

·                  A special meeting of shareholders may be called for the purpose of removing the offending director; or

·                  The Company may seek the removal of the offending director via the equitable remedies available under applicable law.

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