Intrusion (NASDAQ:INTZ) shareholders approved all four proposals presented at the company’s 2026 annual meeting, including authorization for potential common-stock issuance above Nasdaq’s 19.9% threshold in connection with its acquisition of VigilAigent.
The virtual meeting was held Aug. 27, 2026, with 13.6 million shares represented in person or by proxy, or 59.79% of the company’s voting power. Intrusion had 22.76 million shares of common stock outstanding as of the June 30 record date, Chairman Tony LeVecchio said.
Board, Auditor and Share-Issuance Proposals Approved
Shareholders also ratified Whitley Penn LLP as Intrusion’s independent auditor for the fiscal year ending Dec. 31, 2026.
The company said shareholders approved the issuance of common shares above the Nasdaq 19.9% threshold under the member interest purchase agreement dated June 29, 2026, related to Intrusion’s purchase of OW Cyber, LLC, which does business as VigilAigent.
LeVecchio noted that 2,223,549 Intrusion common shares issued to VigilAigent at the initial June 29 closing were not eligible to vote on the share-issuance proposal, in accordance with Nasdaq rules. The company also received approval to adjourn the meeting, if necessary, to solicit additional proxies for the share-issuance proposal.
Intrusion said final voting results would be disclosed in a Form 8-K filing within four business days.
Company Highlights VigilAigent Acquisition
LeVecchio characterized the completed VigilAigent acquisition as an “exciting and critical milestone” for the company. He said the transaction transforms Intrusion into an AI-native cybersecurity platform and represents a major step in its growth strategy.
According to LeVecchio, the acquisition adds approximately $3.5 million in annual recurring revenue from multiyear contracts, expands Intrusion’s commercial reach to roughly 1,000 customers and adds more than 80 reseller partners.
The combined company brings together VigilAigent’s agentic AI engine, known as The Oracle, with Intrusion’s TraceCop threat-intelligence database and Shield technology. LeVecchio said the company expects the combined organization to support sustainable top-line growth and long-term shareholder value.
Management Comments
During the meeting, Scott was asked whether he and the board purchase company shares beyond awarded shares. Scott said that he does, and that some board members do as well.
In closing remarks, Scott said the preliminary voting totals indicated a higher percentage of shareholder participation than in recent annual meetings. He said he was “very excited” about the company’s future following the acquisition and looked ahead to upcoming third- and fourth-quarter earnings calls.
About Intrusion (NASDAQ:INTZ)
Intrusion Inc, a cybersecurity company in the United States. The company offers its customers access to threat intelligence database, which contains the historical data, known associations, and reputational behavior of Internet Protocol addresses. It offers INTRUSION Shield, a zero trust reputation-based Software as a Service solution that inspects and kills dangerous network connections. The company also provides INTRUSION TraceCop, a big data tool that contains an inventory of network selectors and enrichments to support forensic investigations; and INTRUSION Savant, a network monitoring solution that uses the data available in TraceCop to identify suspicious traffic in real-time.
