Current Report Filing (8-k)

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

 

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

Date of Report (Date of earliest event reported): May 19, 2022

Data I/O Corporation

(Exact name of registrant as specified in its charter)

 

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)

[phone]

(Registrant’s telephone number, including area code)

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                                                                                                                                   □

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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 185^th 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

 

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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

 

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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