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
Date of Report (Date of earliest event reported): July 22, 2020
INSEEGO CORP.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
| Delaware | | 001-38358 | | 81-3377646 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS Employer Identification No.) |
12600 Deerfield Parkway, Suite 100
Alpharetta, Georgia 30004
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (858) 812-3400
Not Applicable
(Former Name, or Former Address, if Changed Since Last Report)
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(s) | Name of each exchange on which registered |
Common Stock, par value $0.001 per share Preferred Stock Purchase Rights | INSG | NASDAQ Global Select Market |
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).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described in Item 5.07 below, on July 22, 2020, Inseego Corp. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”) at which the stockholders of the Company approved the amendment of the Inseego Corp. 2018 Omnibus Incentive Compensation Plan (the “Incentive Compensation Plan”) to increase the number of shares issuable under the plan by 1,500,000.
The description of the Incentive Compensation Plan contained herein and in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 10, 2020 (the “Proxy Statement”) is qualified in its entirety by reference to the full text of the Incentive Compensation Plan, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on July 22, 2020. Of the 96,605,798 shares of the Company’s common stock entitled to vote at the Annual Meeting, a total of 79,124,966 shares were represented at the Annual Meeting in person or by proxy. The voting results for each item of business properly presented at the Annual Meeting are set forth below.
Proposal 1: Election of Directors
Both of the persons nominated by the Company to serve as directors for a three year term until the 2023 annual meeting of stockholders were elected with the following votes:
| Name of Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| James B. Avery | 35,739,351 | 5,546,932 | 37,838,683 |
| Jeffrey Tuder | 40,607,874 | 678,409 | 37,838,683 |
Proposal 2: Ratification of Appointment of Independent Registered Public Accountants
The proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2020 was approved with the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 77,999,694 | 669,562 | 455,710 | 0 |
Proposal 3: Advisory Vote on Executive Compensation
The proposal to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers was approved with the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 40,093,974 | 782,621 | 409,688 | 37,838,683 |
Proposal 4: Approval of Amendment to the 2018 Omnibus Incentive Compensation Plan
The proposal to approve an amendment of the Company’s Incentive Compensation Plan to increase the number of shares issuable under the plan by 1,500,000 shares was approved with the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 38,556,578 | 2,500,000 | 229,705 | 37,838,683 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed with this report:
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.
| | INSEEGO CORP. | |
| | | | |
| Date: July 23, 2020 | By: | /s/ Stephen Smith | |
| | | Name: Stephen Smith | |
| | | Title: Executive Vice President and Chief Financial Officer | |
