Delaware | 1-34033 | 41-1532464 | ||
(State of Incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||
11001 Bren Road East, Minnetonka, Minnesota | 55343 | |||
(Address of principal executive offices) | (Zip Code) |
¨ | 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)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
1. | Christopher D. Heim and Sally J. Smith were elected as directors for a three-year term. Voting for each of their elections was: | ||||||||||||
Name | Votes for: | Votes “Withheld” | Abstain | Broker Non-Votes | |||||||||
Christopher D. Heim | 20,273,059 | 2,020,964 | 2,856 | 2,237,489 | |||||||||
Sally J. Smith | 18,722,845 | 3,571,377 | 2,657 | 2,237,489 | |||||||||
2. | The stockholders approved the Digi International Inc. 2018 Omnibus Incentive Plan. The approval of the plan received 17,973,187 “for” votes and 4,310,359 “against” votes. 13,333 shares abstained from voting and there were 2,237,489 broker non-votes on this matter. | ||||||||||||
3. | A non-binding advisory vote regarding the executive compensation disclosed in our proxy statement for the annual meeting received 19,899,557 “for” votes, 2,380,988 “against” votes. 16,334 shares abstained from voting and there were 2,237,489 broker non-votes on this matter. | ||||||||||||
4. | A non-binding advisory vote regarding the frequency of future non-binding advisory votes regarding executive compensation received 15,320,350 votes for a 1-year frequency, 71,219 votes for a 2-year frequency and 5,633,289 votes for a 3-year frequency. 1,272,021 shares abstained from voting and there were 2,237,489 broker non-votes on this matter. Based on the voting results, the Board of Directors has determined to include a shareholder vote on executive compensation in its proxy materials on an annual basis. | ||||||||||||
5. | The stockholders ratified the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2018 with 24,379,221 shares voting in favor of the ratification and 142,347 shares voting against the ratification. 12,800 shares abstained from voting on this matter. |
DIGI INTERNATIONAL INC. | |||
By: | /s/ Michael C. Goergen | ||
Michael C. Goergen | |||
Senior Vice President, Chief Financial Officer and Treasurer |