Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐

Definitive Proxy Statement

☒

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

DATA I/O CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

Explanatory Note

This Addition to, and Amendment No. 1 to, Schedule 14A (this “Amendment”) is being filed to provide a press release and Notice Regarding the Availability of Proxy Material on the internet as well as amend and replace the sample proxy card included in the Definitive Proxy Statement filed by Data I/O Corporation (the “Company”) with the Securities and Exchange Commission on April 4, 2018 (the “Proxy Statement”). After filing the Proxy Statement, the Company discovered that, due to COVID-19 related actions, a third-party supplier had an inability to mail proxy materials to registered shareholders. As a result, we needed to change our sample proxy card to revise the online access link.

Please note that no changes have been made to the body of the Proxy Statement. We have filed a press release, provided the notice of internet availability, and provided a revised version of the proxy card. This Amendment applies to the version of the sample proxy card originally filed with the Proxy Statement.

Accompanying this filing:

PRESS RELEASE

NOTICE OF INTERNET AVAILABILITY

REVISED PROXY CARD

Joel Hatlen	Darrow Associates, Inc.
Chief Operating and Financial Officer	Jordan Darrow
Data I/O Corporation 6645 185th Ave. NE, Suite 100	(512) 551-9296 jdarrow@darrowir.com
Redmond, WA 98052
(425) 881-6444

Data I/O Corporation Announces Update to Delivery Method for Annual Meeting Proxy Materials Due to COVID-19 Pandemic

Redmond, WA, Tuesday – April 14, 2020 -- Data I/O Corporation (NASDAQ: DAIO), the leading global provider of advanced data and security deployment solutions for flash, flash-memory based intelligent devices and microcontrollers announced an update to the delivery method for proxy materials to registered shareholders relating to the Company’s upcoming 2020 Annual Meeting of Shareholders (the “Annual Meeting”). Due to the COVID-19 pandemic, the third-party service provider retained to handle distribution of copies of the Company’s Annual Meeting proxy materials to registered shareholders is unable to mail copies of the proxy materials to those shareholders. As a result, the Company has sent a Notice of Internet Availability to its registered shareholders entitled to participate in the Annual Meeting in order to provide those shareholders with notice sufficiently in advance of the meeting to allow registered shareholders time to review the proxy materials and exercise their voting rights. This change will not impact the delivery of materials to beneficial shareholders who hold their shares in street name with their broker. The Company’s proxy materials are available at www.envisionreports.com/daio.

As announced in the Company’s proxy statement filed with the SEC on April 4, 2020, the Company is scheduled to hold its Annual Meeting on Monday, May 18, 2020, at 10:00 a.m. Pacific Time at Data I/O’s principal offices at 6645 185th Ave NE, Suite 100, Redmond, Washington 98052. Shareholders of record on March 19, 2020 are entitled to participate in the Annual Meeting.

The Company is not holding a virtual or hybrid Annual Meeting. However, due to ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of our shareholders, employees, and other stakeholders, the Company encourages shareholders to vote on the matters before the meeting by proxy, and if shareholders wish to listen to the annual meeting matters and voting results by way of a conference call, the Company encourages shareholders to use the conference call rather than attend the meeting in person. There is no other business presentation planned for the meeting. The conference call information will be available on the Company’s website at https://www.dataio.com/Company/Investor-Relations/Annual-Meeting or contact the corporate Secretary.

About Data I/O Corporation

Since 1972 Data I/O has developed innovative solutions to enable the design and manufacture of electronic products for automotive, Internet-of-Things, medical, wireless, consumer electronics, industrial controls and other electronic devices. Today, our customers use Data I/O security deployment and programming solutions to reliably, securely, and cost-effectively bring innovative new products to life. These solutions are backed by a global network of Data I/O support and service professionals, ensuring success for our customers.

Learn more at dataio.com