8-K
DATA I/O CORP (DAIO)
| UNITED STATES<br><br> <br>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<br> reported): May 18, 2020 | ||
| Data I/O Corporation | ||
| (Exact<br> name of registrant as specified in its charter) | ||
| Washington | 0-10394 | 91-0864123 |
| --- | --- | --- |
| (State<br> or other jurisdiction of incorporation) | (Commission<br> File Number) | (IRS<br> Employer Identification No.) |
| 6645 185th Ave. N.E., Suite 100, Redmond, WA 98052 | ||
| --- | ||
| (Address<br> of principal executive offices, including zip code) | ||
| (425) 881-6444 | ||
| (Registrant’s<br> telephone number, including area code) | ||
| Not Applicable | ||
| (Former<br> 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<br> Section 12(b) of the Act: | ||
|---|---|---|
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
| Common<br> 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
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 18, 2020, at the Company’s headquarters, 6645 185^th^ Ave NE, Suite 100, Redmond, Washington.
SECOND: There were issued and outstanding on March 19, 2020, the record date, 8,221,447 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 7,114,116 (83.90%) 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 | 4,062,668 | 193,813 | 2,857.635 |
| John D. Delafield | 4,057,735 | 198,746 | 2,857.635 |
| Alan B. Howe | 2,586,498 | 1,669,983 | 2,857.635 |
| Douglas W. Brown | 3,946,567 | 309,914 | 2,857.635 |
| Mark J. Gallenberger | 4,057,935 | 198,546 | 2,857.635 |
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 7,025,528 98.75
Against 67,496 0.95
Abstain 21,092 0.30
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 3,865,018 90.80
Against 229,285 5.39
Abstain 162,178 3.81
Broker non-votes: 2,857,635
The foregoing proposal has been approved.
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 18, 2020 By _/s/Joel S. Hatlen_________
Joel S. Hatlen
Vice President
Chief Operating & Financial Officer
Secretary and Treasurer