DATA I/O CORP — Declaration of Voting Results & Voting Rights Announcements 2022

May 19, 2022

8-K 1 f8k_annualmtg051922final.htm f8k_annualmtg051922final.htm - Generated by SEC Publisher for SEC Filing

| UNITED
STATES 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 19, 2022 |
| 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 10:00 a.m. Pacific, on May 19, 2022, at the Company’s headquarters, 6645 185 th Ave NE, Suite 100, Redmond, Washington.

SECOND: There were issued and outstanding on March 21, 2022, the record date, 8,622,369 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 6,392,241 (74.14%) 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	3,358,128	236,234	2,797,879
Douglas W. Brown	2,596,050	998,312	2,797,879
Sally A. Washlow	3,552,618	41,744	2,797,879
Cheemin Bo-Linn	3,465,626	128,736	2,797,879
Edward J. Smith	3,544,286	50,076	2,797,879

The aforesaid nominees have been elected as Directors.

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 6,217,256 97.26

Against 97,891 1.53

Abstain 77,094 1.21

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 3,233,555 89.96

Against 318,434 8.86

Abstain 42,373 1.18

Broker non-votes: 2,797,879

The foregoing proposal has been approved.

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

Committee and Chair assignments effective with the election of the Directors:

Chair of the Board: Douglas W. Brown

Chair of the Audit Committee: Edward J. Smith

Other Audit Committee Members: Sally A. Washlow and Douglas W. Brown

Chair of the Compensation Committee: Sally A. Washlow

Other Compensation Committee Members: Cheemin Bo-Linn and Edward J. Smith

Chair of Corporate Governance and Nominating Committee: Cheemin Bo-Linn

Other Corporate Governance and Nominating Committee Members: Douglas W. Brown, Sally A. Washlow, and Edward J. Smith

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 19, 2022 By _ /s/Joel S. Hatlen ___

Joel S. Hatlen

Vice President

Chief Operating & Financial Officer

Secretary and Treasurer