UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT ~~TO SECTION 13 OR 15(d) OF THE~~

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 7, 2022

Date of report (Date of earliest event reported)	April 12, 2022 (April 8, 2022)

PASSUR AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)

New York
(State or Other Jurisdiction of Incorporation)

0-7642		11-2208938
(Commission File Number)		(IRS Employer Identification No.)


3452 Lake Lynda Drive, Suite 190
Orlando, FL		32817
(Address of Principal Executive Offices)		(Zip Code)

203-622-4086
(Registrant’s Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

PASSUR AEROSPACE, INC.

(Exact Name of Registrant as Specified in Charter)

New York		0-7642		11-2208938
(State or Other Jurisdictionof Incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

3452 Lake Lynda Drive, Suite 190 Orlando, FL 32817 (Address of Principal Executive Offices) (Zip Code)

(203) 622-4086

(Registrant’s telephone number, including area 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))

~~Securities~~☐Soliciting ~~Registered~~material ~~Pursuant~~pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: ~~None~~(17 CFR 240.14a-12)

~~Indicate~~☐Pre-commencement bycommunications ~~check~~pursuant ~~mark~~to ~~whether the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 14d-2(~~§230.405 of this chapter~~b) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~14d-2 ~~of this chapter~~(b)~~. Emerging growth company ☐~~)

If☐Pre-commencement ancommunications ~~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~~Rule 1313e-4(ac) ofunder the Exchange Act (17 CFR 240. ¨13e-4(c))

Item 5.0207. ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Holders

OnAt ~~March~~the 7, 2022, ~~Sean~~Annual ~~Doherty~~Meeting ~~informed~~of Shareholders (the “Annual Meeting”) of PASSUR Aerospace, Inc. (~~“PASSUR” or~~ the “Company”), ~~that~~held heat ~~will~~2PM ~~resign~~on ~~from~~April ~~his~~8, ~~position~~2022 as ~~Executive~~a ~~Vice~~virtual-only ~~President~~meeting ofconducted ~~Finance~~via ~~and~~a ~~Administration~~live Internet webcast, ~~effective~~the asshareholders elected each of ~~March~~the ~~29,~~Company’s ~~2022.~~nine ~~Following~~nominees ~~his~~for ~~resignation~~director ~~from~~to serve until the ~~Company,~~next ~~Mr.~~Annual ~~Doherty~~Meeting ~~will~~of ~~remain~~Shareholders ~~subject~~and tountil ~~certain~~their ~~customary~~successors ~~restrictive~~are ~~covenants~~elected and qualified. Additionally, ~~including~~the shareholders, in a non-~~competition~~binding advisory vote, approved the Company’s executive compensation, and ~~non~~approved a three-~~solicitation~~year ~~covenants,~~frequency ~~pursuant~~of an advisory vote to approve the ~~terms~~Company’s executive compensation. The shareholders also ratified the Audit Committee’s appointment of aBDO ~~restrictive~~USA, ~~covenant~~LLP ~~agreement~~as ~~previously~~the ~~entered~~Company’s ~~into~~independent ~~between~~registered Mrpublic accounting firm for the fiscal year ended October 31, 2022. Set ~~Doherty~~forth ~~and~~below are the voting totals for each of the items submitted to a vote of the Company.’s shareholders at the Annual Meeting, as provided by an independent inspector of elections for the Annual Meeting:

In1)To ~~connection~~elect ~~with~~nine ~~Mr.~~directors ~~Doherty’s~~to ~~resignation,~~serve onuntil ~~March 7, 2022,~~ the ~~Board~~next of Directors of PASSUR approved the appointment of Allison O’Neill as Executive Vice President of Finance and Administration of the Company, effective as of March 29, 2022. In her role as Executive Vice President of Finance and Administration of the Company, Ms. O’Neill will receive an annual ~~salary~~meeting of ~~$200,000~~shareholders ~~and~~or ~~will~~until betheir ~~eligible~~respective tosuccessors ~~receive~~are aduly ~~grant~~elected ~~of options to purchase 100,000 shares of Common Stock of the Company under the Company’s 2019 Stock Incentive Plan, as amended, which will have a vesting period of five years~~ and an exercise price equal to the closing price of PASSUR’s Common Stock on her first full day of employment in this role. Ms. O’Neill will also be eligible to receive 25,000 Restricted Stock Units under the Company’s 2019 Stock Incentive Plan, as amended, which will have a vesting period of three years.qualified:

Ms. O’Neill, age 55, has served as Vice President of Talent Management of PASSUR since April 2021. In this role, she has been responsible for talent review, management, organization design and compensation management, as well as oversight of all human resource requirements and activities. From January 2019 until June 2019, Ms. O’Neill served as President of Air Transport Industry (ATI)-SITA Passenger Service System Inc., where she was accountable for the planning and direction of key activities within the division. Her responsibilities focused on business growth and market positioning, divisional profits and losses, and delivering high quality services and solutions to match the needs of ATI customers, portfolio development and management, and alignment with SITA's overall vision and strategy. Ms. O’Neill also served as Vice President of Passenger Solution Line from January 2012 until December 2018.

Name	For	Withheld	Broker Non-Vote
G.S. Beckwith Gilbert	5,182,358	162,467	537,759
Brian G. Cook	5,208,825	136,000	537,759
Paul L. Graziani	5,162,523	182,302	537,759
Kurt J. Ekert	5,208,825	136,000	537,759
Richard L. Haver	5,162,523	182,302	537,759
Robert M. Stafford	5,182,218	162,607	537,759
Ronald V. Rose	5,188,990	155,835	537,759
Michael Schumaecker	5,182,218	162,607	537,759
Michael O. Hulley	5,208,825	136,000	537,759

~~SIGNATURES~~At the Annual Meeting, each of the foregoing nominees was elected as a director of the Company to hold office until the 2023 Annual Meeting of Shareholders or until his respective successor is duly elected and qualified.

~~Pursuant~~2)To tohold ~~the~~a ~~requirements~~non-binding ofadvisory ~~the~~vote ~~Securities Exchange Act of 1934, the registrant has duly caused this report~~ to beapprove ~~signed on its behalf by~~ the ~~undersigned~~Company’s ~~hereunto~~executive ~~duly authorized.~~compensation:

PASSUR AEROSPACE, INC. By: /s/ Sean Doherty Name: Sean Doherty Title: Executive Vice President Finance and Administration

For	Against	Abstain	Broker Non-Vote
5,205,344	134,614	4,867	0

~~Date: March~~3)To ~~10,~~hold ~~2022~~a non-binding advisory vote on the frequency of an advisory vote to approve the Company’s executive compensation:

Every 1 Year	Every 2 Years	Every 3 Years	Abstain
44,537	93,127	5,203,806	4,455

4)To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ended October 31, 2022:

For	Against	Abstain	Broker Non-Vote
5,586,057	8,621	286,806	0

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.

PASSUR AEROSPACE, INC.

By:	/s/ Allison O’Neill
	Name:	Allison O’Neill
	Title:	Executive Vice President of Finance and Administration

Date: April 12, 2022

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