UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (date of earliest event reported)
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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):
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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 1.01 | Entry into a Material Definitive Agreement. |
On December 9, 2022, the Board of Directors of Digi International Inc. (the “Company”) approved, effective upon stockholder approval, the second amendment and restatement of the Digi International Inc. 2021 Omnibus Incentive Plan to increase the total number of shares of Common Stock authorized for issuance under the plan, to remove the limit on the number of shares of Common Stock that may be used for full value awards, including restricted stock, stock units or other stock-based awards, and to extend the term of the plan to January 27, 2033. At our Annual Meeting of Stockholders (the “Annual Meeting”) held virtually on January 27, 2023, our stockholders approved the second amendment and restatement of the Digi International Inc. 2021 Omnibus Incentive Plan (as amended, the “Amended Plan”). The Amended Plan authorizes the issuance of up to 3,500,000 shares of our Common Stock pursuant to awards granted under the Amended Plan.
The description of the Amended Plan does not purport to be complete and is qualified by reference to the Amended Plan, which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
We held our Annual Meeting entirely virtually on January 27, 2023. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
| 1. | Satbir Khanuja, Ph.D. and Ronald E. Konezny were elected as directors for three-year terms. Voting was as follows: |
| Name | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||
| Sabtir Khanuja, Ph.D. | 27,087,355 | 2,594,684 | 179,450 | 2,651,876 | ||||||||||||
| Ronald E. Konezny | 29,792,500 | 62,271 | 6,718 | 2,651,876 | ||||||||||||
| 2. | A non-binding advisory proposal to approve the executive compensation disclosed in our proxy statement for the Annual Meeting received advisory approval based on 29,537,939 “for” votes and 306,386 “against” votes. 17,164 shares abstained from voting and there were 2,651,876 broker non-votes on this proposal. |
| 3. | The stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023, with 32,482,935 shares voting for the proposal and 16,430 shares voting against the proposal. 14,000 shares abstained from voting on this proposal. |
| 4. | The stockholders approved the second amendment and restatement of the Digi International Inc. 2021 Omnibus Incentive Plan. The proposal to approve the amendment and restatement of the plan received 28,188,225 “for” votes and 1,654,582 “against” votes. 18,682 shares abstained from voting and there were 2,651,876 broker non-votes on this proposal. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are provided herewith:
| Exhibit
No. |
Description | Manner of Filing | ||
| 10.1 | Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated | Filed electronically | ||
| 104 | The cover page from this current report on Form 8-K, formatted in inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: February 1, 2023
| DIGI INTERNATIONAL INC. | |||
| By: | /s/ David H. Sampsell | ||
| David H. Sampsell | |||
| Vice President of Corporate Development, General Counsel & Corporate Secretary | |||