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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

  

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

January 29, 2021

Date of report (date of earliest event reported)

 

 

 

Digi International Inc.

(Exact name of registrant as specified in its charter)

 

 

  

Delaware   1-34033   41-1532464
(State of Incorporation)   (Commission file number)   (I.R.S. Employer Identification No.)
   
9350 Excelsior Blvd., Suite 700    
Hopkins, Minnesota   55343
(Address of principal executive offices)   (Zip Code)

 

(952) 912-3444

(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:

 

¨ 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 registered pursuant to Section 12(b) of the Act:

  

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $0.01 per share   DGII   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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):

 

Emerging growth company ¨

 

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 1.01Entry into a Material Definitive Agreement.

 

On December 14, 2020, the Board of Directors of Digi International Inc. (the “Company”) adopted, effective upon stockholder approval, the Digi International Inc. 2021 Omnibus Incentive Plan (the “Plan”). At our Annual Meeting of Stockholders (the “Annual Meeting”) held virtually via live webcast on January 29, 2021, our stockholders approved the Plan. The Plan authorizes the issuance of up to 1,400,000 shares of our Common Stock pursuant to awards granted under the Plan; however, only 600,000 of the 1,400,000 authorized shares of Common Stock may be granted in the form of full value awards, including restricted stock, stock unit or other stock-based awards.

 

The description of the Plan does not purport to be complete and is qualified by reference to the Plan, which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

We held our Annual Meeting entirely virtually, conducted via a live webcast on Friday, January 29, 2021, at which 25,295,273 shares were present and entitled to vote. 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   22,878,458    471,256    11,000    1,934,559 
Sally J. Smith   23,142,985    207,943    9,786    1,934,559 

 

  2. A non-binding advisory proposal to approve the executive compensation disclosed in our proxy statement for the annual meeting received 22,641,007 “for” votes and 706,478 “against” votes. 13,229 shares abstained from voting and there were 1,934,559 broker non-votes on this proposal.
     
  3. The stockholders ratified the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2021 with 25,271,571 shares voting for the proposal and 11,044 shares voting against the proposal.  12,658 shares abstained from voting on this proposal.
     
  4. The stockholders approved the Digi International Inc. 2021 Omnibus Incentive Plan.  The proposal to approve the plan received 20,326,447 “for” votes and 3,010,001 “against” votes.  24,266 shares abstained from voting and there were 1,934,559 broker non-votes on this proposal.

 

Item 9.01Financial 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   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 4, 2021

 

 DIGI INTERNATIONAL INC.
  
By: /s/ David H. Sampsell
  David H. Sampsell
Vice President of Corporate Development,
General Counsel & Corporate Secretary