Lantronix Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors of Lantronix, Inc. (the “Company”) previously approved an amended and restated version of the Company’s 2020 Performance Incentive Plan (the “Incentive Plan”), subject to approval of the amendment described below by the Company’s stockholders. As disclosed in Item 5.07 of this Form 8-K below, the Company’s stockholders approved an amendment to the Incentive Plan to increase the aggregate number of shares of the Company’s common stock available for award grants under the plan by 1,800,000 shares (so that the new aggregate share limit for the Incentive Plan is 7,149,047 shares).
The preceding summary of the Incentive Plan is qualified in its entirety by reference to the full text of the Incentive Plan as amended and restated, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on November 5, 2024.
(b) At the Annual Meeting, the Company’s stockholders (a) elected five nominees, Saleel Awsare, Philip Brace, Narbeh Derhacobian, Kevin Palatnik and Hoshi Printer, to the Board of Directors of the Company to serve until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier resignation or removal (“Election of Directors”), (b) ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2025 (“Auditor Ratification”), (c) approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 30, 2024 (“Advisory Compensation Vote”), and (d) approved an amendment to the Incentive Plan, including to increase the number of shares of common stock reserved for issuance under the plan by 1,800,000 shares (“Incentive Plan Approval”). Set forth below are the final voting tallies for the Annual Meeting:
Election of Directors
For |
Against |
Abstain |
Broker Non-Votes | |||||
Saleel Awsare | 18,199,147 | 1,044,261 | 290,095 | 7,736,491 | ||||
Philip Brace | 17,457,176 | 1,785,323 | 291,004 | 7,736,491 | ||||
Narbeh Derhacobian | 19,054,044 | 191,886 | 287,573 | 7,736,491 | ||||
Kevin Palatnik | 19,059,576 | 186,436 | 287,491 | 7,736,491 | ||||
Hoshi Printer | 16,517,923 | 2,683,088 | 332,492 | 7,736,491 |
Auditor Ratification
For | Against | Abstain | ||
26,830,462 | 385,504 | 54,028 |
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Advisory Compensation Vote
For | Against | Abstain | Broker Non-Votes | |||
16,529,754 | 2,486,102 | 517,067 | 7,736,491 |
Incentive Plan Approval
For | Against | Abstain | Broker Non-Votes | |||
15,517,683 | 3,681,045 | 334,775 | 7,736,491 |
Item 9.01. | Financial Statements and Exhibits. |
(c) Exhibits.
Exhibit No. |
Description | |
10.1 | Lantronix, Inc. 2020 Performance Incentive Plan, as amended and restated. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
LANTRONIX, INC. | ||
By: | /s/ Brent Stringham | |
Brent Stringham Interim Chief Financial Officer and Chief Accounting Officer |
Date: November 6, 2024
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