INSEEGO CORP. — Proxy Solicitation & Information Statement 2018

May 30, 2018

DEFA14A 1 d594026ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

W ASHINGTON , D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

P ROXY S TATEMENT P URSUANT TO S ECTION 14(A) OF THE

S ECURITIES E XCHANGE A CT OF 1934

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☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to § 240.14a-12

INSEEGO CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Vote by Internet • Go to www.investorvote.com/INSG • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on July 13, 2018

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report on Form 10-K are available at:

Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.investorvote.com/INSG . Step 2: Click on the icon on the right to view current meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before July 2, 2018 to facilitate timely delivery.

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Inseego Corp.’s Annual Meeting of Stockholders will be held on July 13, 2018 at the Company’s headquarters located at 9605 Scranton Road, Suite 300, San Diego, CA 92121, at 1:00 p.m., local time, for the Company’s stockholders as of the close of business on May 21, 2018.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” the director nominee in Proposal 1, and “FOR” the approval of Proposals 2, 3, 4, 5 and 6.

1. Elect one director to serve until the 2021 Annual Meeting of Stockholders. 01 - Robert Pons

2. Approve an amendment and restatement of the Company’s 2009 Omnibus Incentive Compensation Plan to, among other things, increase the number of shares issuable under the Incentive Plan by 3,200,000 shares and extend the term of the plan.

3. Approve an amendment of the Company’s Amended and Restated 2000 Employee Stock Purchase Plan to increase the number of shares issuable under the plan by 250,000 shares.

4. Approve the Rights Agreement.

5. Approve, in an advisory vote, the compensation paid to the Company’s named executive officers, as presented in the proxy statement.

6. Ratify the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

Directions to the Inseego Corp. 2018 Annual Meeting

From Interstate 805. Take Sorrento Valley Rd/Mira Mesa Blvd exit. Turn east onto Sorrento Valley Rd. Continue onto Mira Mesa Blvd. Turn left onto Scranton Rd. The building is located on the righthand side. Suite 300 is located on the third floor of the building.

From Interstate 15. Take Mira Mesa Blvd exit. Turn west onto Mira Mesa Blvd. Turn right onto Scranton Rd. The building is located on the righthand side. Suite 300 is located on the third floor of the building.

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| PLEASE NOTE: You must use the number in the shaded bar on the reverse
side when requesting a set of proxy materials. g Internet – Go to www.investorvote.com/INSG. Follow the instructions to log in and order a copy of the current meeting materials
and submit your preference for email or paper delivery of future meeting materials. g Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials
by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. g Email – Send email to investorvote@computershare.com with “Proxy Materials Inseego Corp.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in
the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by July 2,
2018. |

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