UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_____________________~~STATES

~~Form~~SECURITIES ~~8-K_____________________~~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): December 821, 2020

PERCEPTRON, INC.~~(Exact name of registrant as specified in charter)~~

(Exact name of registrant as specified in charter)


Michigan	0-20206	38-2381442
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

47827 Halyard Drive, Plymouth, MI		48170-2461
(Address of principal executive offices)		(Zip Code)

(734) 414-6100~~(Registrant's telephone number, including area code)~~

~~Not~~Registrant’s ~~applicable(Former~~telephone ~~name or former address~~number, ifincluding ~~changed~~area ~~since last report)~~code

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. below):
	[ ]	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))

Not applicable

(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. below):

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication 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 valueRights to Purchase Preferred Stock	PRCP	The Nasdaq Stock Market LLC(Nasdaq Global Market)
Common Stock, $0.01 par value Rights to Purchase Preferred Stock	PRCP	The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 51.0702. ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

~~Perceptron,~~The ~~Inc.~~information ~~(the~~set ~~“Company”)~~forth ~~held~~in ~~its~~Item ~~2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) on December 8, 2020 via live audio webcast~~2.01 Ofis ~~the~~incorporated 9,779,547 shares of the Company’s Common Stock issued, outstanding and entitled to vote at the 2020 Annual Meeting, a total 8,145,210 of shares (or approximately 83.28%) were represented in person or by ~~proxy~~reference into atthis ~~the~~Item ~~meeting~~1. ~~Set forth below are the final voting results for the proposals voted on at the 2020 Annual Meeting~~02.

1.On ~~Approval~~December ~~and~~21, ~~adoption~~2020, ofin connection with the ~~Agreement~~Merger, ~~and~~the ~~Plan~~Company caused ofto ~~Merger,~~be ~~dated~~repaid ~~September~~in ~~27,~~full ~~2020~~its ~~between~~indebtedness ~~the~~under, ~~Company~~and terminated, ~~Atlas~~that ~~Copco~~certain ~~North~~Loan ~~America~~Agreement, ~~LLC~~dated ~~and~~as ~~Odyssey~~of ~~Acquisition~~December ~~Corp~~4, 2017 (as amended), by and between the ~~“Merger~~Company ~~Agreement”)~~and Chemical Bank.

For	Against	Abstain	Broker Non-Votes
6,706,597	39,719	15,076	1,383,818

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed in a ~~result~~Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Perceptron, Inc. (the “Company”), the Company entered into an Agreement and Plan of Merger dated as of September 27, 2020 (the “Merger Agreement”) among ~~was~~Atlas ~~approved~~Copco North America LLC, a Delaware limited liability company (“Parent”), Odyssey Acquisition Corp., a Michigan corporation and ~~adopted~~a bywholly owned subsidiary of Parent (“Merger Subsidiary”), and the ~~shareholders~~Company, asproviding for ~~recommended~~the bymerger of Merger Subsidiary with and into the ~~Board~~Company (the “Merger”). On December 21, 2020, pursuant to the terms and conditions of ~~Directors~~the Merger Agreement, Merger Subsidiary was merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.

2.At ~~Approval~~the effective time of the ~~adjournment~~Merger (the “Effective Time”), each share of ~~the~~common ~~2020~~stock, ~~Annual~~par ~~Meeting~~value $0.01, ifof ~~necessary~~the orCompany ~~appropriate,~~issued ~~including~~and outstanding immediately prior to ~~permit~~the ~~further~~Effective Time, ~~solicitation~~together ofwith ~~proxies~~the ifRights ~~there~~attached ~~were~~thereto, ~~insufficient~~(each, ~~votes~~a at“Share”) (other than Shares owned by Parent, the ~~time~~Company (as treasury stock or otherwise) or any of ~~the~~their ~~annual~~respective ~~meeting~~direct toor ~~approve~~indirect wholly owned Subsidiaries) was cancelled and ~~adopt~~converted into the right to receive $7.00 per share in cash, without interest thereon (the “Merger ~~Agreement~~Consideration”).

For	Against	Abstain
7,949,850	182,395	12,965

Effective immediately prior to the Effective Time, subject to the terms and conditions of the Merger Agreement: (i) each outstanding and unexercised option to purchase Shares (a “Stock Option”) granted under the Company Stock Plan became immediately vested and was cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the total number of Shares subject to the Stock Option multiplied by (y) the excess, if any, of the Merger Consideration per Share over the exercise price per Share of such Stock Option, (ii) each outstanding award of restricted stock units (“Restricted Stock Units”) granted under the Company Stock Plan became immediately vested and was cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the total number of Shares subject to such Restricted Stock Unit immediately prior to the Effective Time multiplied by (y) the Merger Consideration per Share, and (iii) each outstanding award of performance share units (“Performance Share Units”) granted under the Company Stock Plan became immediately vested at the target level of performance, and each such Performance Share Unit was cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the target number of Shares subject to such Performance Share Unit immediately prior to the Effective Time multiplied by (y) the Merger Consideration per Share.

AsThe aforegoing ~~result,~~description of the ~~resolution~~Merger toand ~~approve~~ the ~~adjournment~~Merger Agreement ofdoes ~~the~~not ~~2020~~purport ~~Annual~~to ~~Meeting~~be ~~was~~complete ~~approved~~and is qualified in its entirety by reference to the ~~shareholders~~full text of the Merger Agreement, which is included as ~~recommended~~Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated by ~~the~~reference ~~Board~~to ofthis ~~Directors~~Item 2.01.

Item 3.01. ~~Approval~~Notice of anDelisting ~~advisory~~or ~~vote~~Failure ~~on the compensation~~ to ~~certain~~Satisfy ~~named~~a ~~executive~~Continued ~~officers~~Listing ofRule ~~the~~or ~~Company~~Standard; inTransfer ~~connection~~of ~~with the merger contemplated by the Merger Agreement~~Listing.

For	Against	Abstain	Broker Non-Votes
6,380,222	313,811	67,359	1,383,818

In connection with the consummation of the Merger, the Company notified representatives of The Nasdaq Stock Market LLC (Nasdaq Global Market) (“Nasdaq”) that the Merger had been completed, and requested that trading of the Shares on Nasdaq be suspended. In addition, the Company requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 in order to effect the delisting of the Shares from Nasdaq and deregistration of the Shares under Section 12(b) of the Exchange Act. The Company also intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

AsItem a3.03. ~~result,~~Material ~~the~~Modification ~~non-binding resolution~~ to ~~approve~~Rights ~~the compensation~~ of ~~certain~~Security ~~named executive officers of the Company in connection with the merger contemplated by the Merger Agreement was approved by the shareholders, as recommended by the Board of Directors~~Holders.

4.The ~~Election~~information ofset ~~six~~forth ~~nominees~~in toItem ~~the~~2.01 ~~Company’s~~and ~~Board~~Item 5.03 of this ~~Directors~~Current ~~for~~Report aon ~~one~~Form 8-~~year~~K ~~term~~is ~~expiring~~incorporated atby ~~the~~reference ~~2021~~into ~~Annual~~this ~~Meeting~~Item ~~of Shareholders, or until their successors are duly elected and qualified:~~3.03.

Nominee	For	Number of SharesWithheld	Broker Non-Votes
John F. Bryant	6,502,981	258,411	1,383,818
Jay W. Freeland	6,617,236	144,156	1,383,818
Sujatha Kumar	6,645,904	115,488	1,383,818
C. Richard Neely, Jr.	6,587,920	173,472	1,383,818
James A. Ratigan	6,527,225	234,167	1,383,818
William C. Taylor	6,528,156	233,236	1,383,818

Item 5.01. Changes in Control of Registrant.

As a result of the Merger, ~~each~~a ~~nominee~~change ~~was~~of ~~elected~~control byof the Company occurred and the Company became a direct wholly owned subsidiary of Parent. The Merger Consideration, and the amounts described above with respect to applicable Stock Options, Restricted Stock Units and Performance Share Units, resulted in an aggregate amount payable (net of acquired cash and without giving effect to Parent’s ~~shareholders,~~related astransaction ~~recommended~~fees and expenses) of approximately $69 million. The transaction was funded by ~~the~~Parent ~~Board~~from ofcash ~~Directors~~on hand.

5The information set forth in Item 2.01, ~~Approval~~Item 3.01, and Item 3.03 of anthis ~~advisory~~Current ~~vote~~Report on ~~executive~~Form ~~compensation~~8-K is incorporated by reference into this Item 5.01.

For	Against	Abstain	Broker Non-Votes
6,357,223	160,120	244,049	1,383,818

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

AsPursuant ato ~~result,~~the terms of the ~~non-binding~~Merger ~~resolution~~Agreement, toat ~~approve~~the Effective Time, all of the ~~compensation~~members of the Company’s ~~named~~board ~~executive~~of ~~officers~~directors ~~was~~(which ~~approved~~consisted byof John F. Bryant, Jay W. Freeland, Sujatha Kumar, C. Richard Neely, Jr., James A. Ratigan, and William C. Taylor) ceased to be directors of the ~~shareholders~~Company onand anthe ~~advisory~~directors of ~~basis~~Merger Sub immediately prior to the Effective Time became the directors of the Company. In addition, aspursuant ~~recommended~~to bythe terms of the ~~Board~~Merger Agreement, at the Effective Time, the officers of ~~Directors~~Merger Sub immediately prior to the Effective Time became the officers of the Company.

6Item 5.03. ~~Ratification~~Amendments ofto ~~the~~Articles ~~selection~~ of ~~BDO~~Incorporation ~~USA,~~or ~~LLP~~Bylaws; asChange ~~the~~in ~~Company’s~~Fiscal ~~independent registered public accounting firm for the fiscal year ending June 30, 2021:~~Year.

For	Against	Abstain
7,913,847	14,360	217,003

In connection with the Merger Agreement, on December 21, 2020, the Articles of Incorporation of the Company were amended and restated in its entirety as set forth in Exhibit 3.1 attached hereto and is incorporated by reference in this Item 5.03.

AsIn aconnection ~~result,~~with the ~~selection~~Merger ~~of BDO USA~~Agreement, ~~LLP~~on ~~was~~December ~~ratified~~21, 2020, ~~and~~the ~~approved~~Bylaws byof the Company’s ~~shareholders,~~were amended and restated in their entirety as ~~recommended~~set forth in Exhibit 3.2 attached hereto and is incorporated by ~~the~~reference ~~Board~~in ofthis ~~Directors~~Item 5.03.

Item 8.01. Other Events.

On December 821, 2020, the Company issued a press release announcing the ~~approval~~closing ~~and adoption~~ of the Merger Agreement ~~by the shareholders of the Company~~. Attached hereto and incorporated by reference as Exhibit 99.1 is the press release relating to such announcement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of ~~Exhibit~~Exhibits
99.1		Press release, dated December 8, 2020, announcing the approval and adoption of the Merger Agreement by the shareholders of the Company.
Exhibit 2.1		Agreement and Plan of Merger, dated as of September 27, 2020 by and among Perceptron, Inc., Atlas Copco North America LLC and Odyssey Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2020).
Exhibit 3.1		First Amended and Restated Articles of Incorporation of Perceptron, Inc.
Exhibit 3.2		First Amended and Restated Bylaws of Perceptron, Inc.
Exhibit 99.1		Press Release, dated December 21, 2020, announcing the closing of the Merger Agreement.

SIGNATURES

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.

		PERCEPTRON, INC.
Date: December 8, 2020		/s/ Bill Roeschlein
Date: December 21, 2020		/s/ Bill Roeschlein
		By: Bill Roeschlein
		Its: Interim Vice President, Finance and Chief Financial Officer
		Its: Chief Financial Officer

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