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 28, 2021
 
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:


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.

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

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 28, 2021, 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 3,000,000.

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 21, 2021 (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 28, 2021. Of the 103,026,837 shares of the Company’s common stock entitled to vote at the Annual Meeting, a total of 67,045,263 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 2024 annual meeting of stockholders were elected with the following votes:

Name of Nominee Votes For Votes Withheld Broker Non-Votes
Christopher Harland 30,282,738 1,204,583 35,557,942
Christopher Lytle 29,867,159 1,620,162 35,557,942

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, 2021 was approved with the following vote:
 



Votes For Votes Against Abstentions Broker Non-Votes
66,047,681 677,137 320,445 -
 
 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
29,512,481 1,614,028 360,812 35,557,942
 
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 3,000,000 shares was approved with the following vote:
 
Votes For Votes Against Abstentions Broker Non-Votes
28,604,487 2,613,304 269,530 35,557,942
 
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 30, 2021
By: /s/ Kurt E. Scheuerman  
    Name: Kurt E. Scheuerman  
    Title: Senior Vice President and General Counsel



Inseego (NASDAQ:INSG)
Historical Stock Chart
From Dec 2021 to Jan 2022 Click Here for more Inseego Charts.
Inseego (NASDAQ:INSG)
Historical Stock Chart
From Jan 2021 to Jan 2022 Click Here for more Inseego Charts.