Digi International Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
We held our Annual Meeting virtually on January 29, 2024. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
| 1. | Christopher D. Heim and Sally J. Smith were elected as directors for three-year terms. Voting was as follows: |
| Name | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||
| Christopher D. Heim | 25,630,840 | 5,919,901 | 8,628 | 2,472,247 | ||||||||||||
| Sally J. Smith | 27,362,987 | 4,187,574 | 8,808 | 2,472,247 | ||||||||||||
| 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 30,141,347 “for” votes and 1,403,683 “against” votes. 14,339 shares abstained from voting and there were 2,472,247 broker non-votes on this proposal. |
| 3. | The stockholders recommended a 1-year frequency to approve executive compensation based on a non-binding advisory proposal that received 29,298,968 for a 1-year frequency, 12,328 for a 2-year frequency and 2,238,937 for a 3-year frequency. 9,136 shares abstained from voting and there were 2,472,247 broker non-votes on this proposal. |
| 4. | The stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2024, with 33,994,778 shares voting for the proposal and 15,289 shares voting against the proposal. 21,549 shares abstained from voting on this proposal. |
In light of the votes cast on proposal 3 and other relevant factors, our Board of Directors determined that a non-binding, advisory vote to approve executive compensation will be held on an annual basis.
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, 2024
| DIGI INTERNATIONAL INC. | ||
| By: | /s/ David H. Sampsell | |
| David H. Sampsell | ||
| Vice President of Corporate Development, General Counsel & Corporate Secretary | ||