ELECTRO SENSORS INC

PREM14A 1 ny20072844x1_prem14a.htm PREM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Section 240.14a-12 ELECTRO-SENSORS, INC. (Name of Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required ☐ Fee paid previously with preliminary materials. ☒ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 TABLE OF CONTENTS ELECTRO-SENSORS, INC. 6111 Blue Circle Drive Minnetonka, Minnesota 55343 (952) 930-0100 [ ], 2026 To the Shareholders of Electro-Sensors, Inc.: You are cordially invited to attend a special meeting (the “Special Meeting”) of the shareholders of Electro-Sensors, Inc. (the “Company”), which we will hold at [ ], on [ ], 2026. The Special Meeting will be a virtual meeting of shareholders, which will be conducted via a live webcast. You will be able to participate in the virtual Special Meeting, vote and submit your questions via the live webcast by visiting www.virtualshareholdermeeting.com/ELSE2026SM. Formal notice of the Special Meeting, a proxy statement, and a proxy card accompany this letter. At the Special Meeting, holders of our common stock, par value $0.10 per share (“Common Stock”), will be asked to consider and vote upon a proposal to adopt and approve an Agreement and Plan of Merger, dated as of April 20, 2026 (as it may be amended from time to time, the “Merger Agreement”), 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 the Merger Agreement, Merger Sub will merge with and into the Company, whereupon the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under Minnesota law as the surviving corporation in the Merger and a wholly-owned subsidiary of Parent (the “Merger”). If the Merger is completed, then each share of our Common Stock will be converted into the right to receive $7.75 in cash (before giving effect to any required tax withholdings and without interest). The board of directors of the Company (the “Board”) formed a special committee (the “Special Committee”) consisting of two independent directors of the Company, together with the Company’s President serving in a non-voting management advisory capacity, to evaluate alternatives and, if appropriate, negotiate the terms of a transaction (as described more fully in the enclosed proxy statement). The Board authorized the Special Committee to independently evaluate strategic alternatives, determine whether any proposed transaction was advisable and in the best interests of the Company, and make recommendations to the Board regarding any proposed transactions. Following review and consideration of the Special Committee, advice from the Company’s legal and financial advisors, and the factors described in the proxy statement, the Board has unanimously (a) determined that the Merger Agreement and the Merger are advisable, and in the best interests of, the Company, (b) approved the Merger Agreement and the Merger, and (c) resolved to recommend that the Company’s shareholders vote “FOR” the proposal to adopt the Merger Agreement. The Board recommends unanimously that you vote “FOR” the adoption of the Merger Agreement . Pursuant to rules of the Securities and Exchange Commission, you also will be asked to vote at the Special Meeting on (i) a non-binding, advisory proposal to approve compensation that will or may become payable to our named executive officer in connection with the Merger, as described in the proxy statement, and (ii) a proposal to adjourn the Special Meeting from time to time, 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 does not receive the requisite shareholder vote to approve such proposals or establish a quorum. The Board also recommends unanimously that the shareholders of the Company vote “FOR” these proposals. The enclosed proxy statement describes the Merger Agreement, the Merger and related agreements and provides specific information concerning the Special Meeting. In addition, you may obtain information about us from documents filed with the Securities and Exchange Commission. We urge you to read the entire proxy statement, including the annexes, carefully, as it sets forth the details of the Merger Agreement and other important information related to the Merger. TABLE OF CONTENTS Your vote is very important, regardless of the number of shares of Common Stock you own. A majority vote of all the shares of Common Stock entitled to vote at the Special Meeting is required to approve the Merger Agreement and consummate the transactions contemplated thereby, including the Merger. If you fail to vote on the Merger Agreement, the effect will be the same as a vote against the adoption of the Merger Agreement. If you own shares of record, you will find enclosed a proxy card and an envelope in which to return the card(s). Whether or not you plan to attend this meeting, please sign, date and return your enclosed proxy card(s), or vote over the phone or Internet, as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You can revoke your proxy before the Special Meeting and issue a new proxy as you deem appropriate. You will find the procedures to follow if you wish to revoke your proxy in the enclosed proxy statement. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. The Board has fixed the close of business on [ ], 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the Special Meeting. All shareholders are cordially invited to attend the virtual Special Meeting at www.virtualshareholdermeeting.com/ELSE2026SM. If you have any questions regarding the completion of the enclosed proxy card, please call the Company at (952) 930-0100. NOTICE: Please retain a copy of the 16 Digit Control Number that is printed on your proxy card as you will need it to enter the virtual Special Meeting as a verified shareholder. BY ORDER OF THE BOARD OF DIRECTORS, David L. Klenk President Minnetonka, Minnesota Dated: [ ], 2026 TABLE OF CONTENTS ELECTRO-SENSORS, INC. 6111 Blue Circle Drive Minnetonka, Minnesota 55343 (952) 930-0100 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS [ ], 2026 To the Shareholders of Electro-Sensors, Inc.: Notice is hereby given that the Special Meeting of Shareholders of Electro-Sensors, Inc. (the “Company”) will be held on [ ], [ ], 2026 at [ ] p.m. Central Time. The Special Meeting will be a virtual meeting of shareholders, which will be conducted via a live webcast. You will be able to participate in the virtual Special Meeting, vote and submit your questions via the live webcast by visiting www.virtualshareholdermeeting.com/ELSE2026SM for the following purposes: 1. To consider and vote on a proposal to adopt an Agreement and Plan of Merger, dated as of April 20, 2026 (the “Merger Agreement”), by and among the Company, steute Industrial Controls, Inc. (“Par