Inseego Corp 8-K, filed Sep 8, 2023
Inseego Corp. (INSG)
About this 8-K
Inseego Corp filed this 8-K on September 8, 2023, reporting on events of September 5, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 5, 2023, Inseego Corp. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). Of the 116,873,019 shares of the Company’s common stock entitled to vote at the Annual Meeting, a total of 78,665,494 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 2026 annual meeting of stockholders were elected with the following votes:
| Name of Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| James B. Avery | 39,766,843 | 2,781,114 | 36,117,507 |
| Jeffrey Tuder | 40,075,966 | 2,472,021 | 36,117,507 |
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, 2023 was approved with the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 75,748,726 | 2,279,250 | 637,518 | 0 |
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 |
| 38,554,288 | 2,919,406 | 1,074,293 | 36,117,507 |
Proposal 4: Advisory Vote on Frequency of Advisory Vote on Executive Compensation
With respect to the advisory resolution on the frequency of advisory votes on executive compensation, the frequency of “One Year” received the most votes with the following vote:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
| 40,912,976 | 318,385 | 564,318 | 752,308 | 36,117,507 |
Proposal 5: Approval of Reverse Stock Split
The proposal to authorize an amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s outstanding shares of Common Stock by a ratio in the range of one-for-five to one-for-ten was approved with the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 70,857,505 | 7,298,643 | 509,346 | 0 |
| 2 |
Proposal 6: Approval of Increase in Authorized Shares of Common Stock
The proposal to authorize an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 150 million shares to 300 million shares was approved with the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 31,390,494 | 10,908,150 | 249,343 | 36,117,507 |
Proposal 7: Approval of Adjournment of Annual Meeting
The proposal to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the other proposals was approved with the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 64,116,882 | 13,600,553 | 948,059 | 0 |
| 3 |
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: September 8, 2023 | By: | /s/ Kurt E. Scheuerman | |
| Name: Kurt E. Scheuerman | |||
| Title: Chief Administrative Officer and General Counsel | |||
| 4 |