UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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CURRENT REPORT |
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): May 19, 2022 |
Data I/O Corporation |
(Exact name of registrant as specified in its charter) |
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Washington | 0-10394 | 91-0864123 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6645 185th Ave. N.E., Suite 100, Redmond, WA 98052 |
(Address of principal executive offices, including zip code) |
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(425) 881-6444 |
(Registrant’s telephone number, including area code) |
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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 | DAIO | NASDAQ |
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 □
Items reported in this filing:
Item 5.07: Submission of Matters to a Vote of Security Holders
Item 5.02: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 5.07: Submission of Matters to a Vote of Security Holders
Annual Meeting of Shareholders Voting Results.
FIRST: The Annual Meeting of Shareholders of Data I/O Corporation was convened at 10:00 a.m. Pacific, on May 19, 2022, at the Company’s headquarters, 6645 185th Ave NE, Suite 100, Redmond, Washington.
SECOND: There were issued and outstanding on March 21, 2022, the record date, 8,622,369 shares of Common Stock.
THIRD: There were present at said meeting in person or by proxy, shareholders of the Corporation who were the holders of 6,392,241 (74.14%) shares of Common Stock entitled to vote, thereby constituting a quorum.
FOURTH: The following nominees for election as Directors, to hold office for a term as defined in the proxy statement and until their successors are duly elected and qualified, received the number of votes set opposite their respective name:
Nominee | For |
| Withheld |
| Broker Non-votes |
Anthony Ambrose | 3,358,128 |
| 236,234 |
| 2,797,879 |
Douglas W. Brown | 2,596,050 |
| 998,312 |
| 2,797,879 |
Sally A. Washlow | 3,552,618 |
| 41,744 |
| 2,797,879 |
Cheemin Bo-Linn | 3,465,626 |
| 128,736 |
| 2,797,879 |
Edward J. Smith | 3,544,286 |
| 50,076 |
| 2,797,879 |
The aforesaid nominees have been elected as Directors.
FIFTH: The proposal to ratify the continued appointment of Grant Thornton LLP as the Company’s independent auditors, received the following votes:
Percentage of For &
Votes Against on this Proposal
For 6,217,256 97.26
Against 97,891 1.53
Abstain 77,094 1.21
The foregoing proposal has been approved.
SIXTH: The advisory vote (Say on Pay) approving the compensation of the Company’s named executive officers, received the following votes:
Percentage of For &
Votes Against on this Proposal
For 3,233,555 89.96
Against 318,434 8.86
Abstain 42,373 1.18
Broker non-votes: 2,797,879
The foregoing proposal has been approved.
Item 5.02: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Committee and Chair assignments effective with the election of the Directors:
Chair of the Board: Douglas W. Brown
Chair of the Audit Committee: Edward J. Smith
Other Audit Committee Members: Sally A. Washlow and Douglas W. Brown
Chair of the Compensation Committee: Sally A. Washlow
Other Compensation Committee Members: Cheemin Bo-Linn and Edward J. Smith
Chair of Corporate Governance and Nominating Committee: Cheemin Bo-Linn
Other Corporate Governance and Nominating Committee Members: Douglas W. Brown, Sally A. Washlow, and Edward J. Smith
SIGNATURE
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.
Data I/O Corporation
May 19, 2022 By _/s/Joel S. Hatlen_________
Joel S. Hatlen
Vice President
Chief Operating & Financial Officer
Secretary and Treasurer