Proxy Results (Form 8-K)

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

On 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").

As 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:

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:

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: