Current Report Filing (8-k)

Date : 05/21/2019 @ 11:04AM
Source : Edgar (US Regulatory)
Stock : Data I/O Corp. (DAIO)
Quote : 4.27  -0.02 (-0.47%) @ 9:30PM

Current Report Filing (8-k)

 

 

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 20, 2019

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)

 

 (425) 881-6444

(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                                                                                                                                      □

 


 
 

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 a.m. Pacific, on May 20, 2019, at the Company’s headquarters, 6645 185 th Ave NE, Suite 100, Redmond, Washington.

               

SECOND:              There were issued and outstanding on March 21, 2019, the record date, 8,301,736 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 7,623,578 (91.83%) 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

3,990,405

 

164,504

 

3,468,669

John D. Delafield

3,969,602

 

185,307

 

3,468,669

Alan B. Howe

3,975,897

 

179,012

 

3,468,669

Douglas W. Brown

3,903,893

 

251,016

 

3,468,669

Mark J. Gallenberger

3,978,249

 

176,660

 

3,468,669

                                                                                         

The aforesaid nominees have been elected as Director. 

 

                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                                                                                  7,282,701                                           95.53

Against                                                                             329,273                                              4.32

Abstain                                                                               11,604                                              0.15

 


 
 

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                                                                                  3,928,811                                           94.56

Against                                                                             212,862                                              5.12

Abstain                                                                               13,236                                              0.32

Broker non-votes:                                                       3,468,669

 

The foregoing proposal has been approved.

Item 5.02:  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

New committee assignments of the independent Directors effective with the election

 

Audit Committee Chair: Mark Gallenberger;

Other Audit Committee Members: Doug Brown and Alan Howe

Compensation Committee Chair: JD Delafield

Other Compensation Committee Members: Mark Gallenberger and Doug Brown

Corporate Governance and Nominating Committee Chair: Doug Brown

Other Corporate Governance and Nominating Committee Members: Alan Howe, JD Delafield and Mark Gallenberger

Chairman of the Board: Alan Howe

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 20, 2019                                      By _ /s/Joel S. Hatlen _________

                                                                Joel S. Hatlen

                                                                Vice President

                                                                Chief Operating & Financial Officer

                                                                Secretary and Treasurer

 

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