Executive Change · Shareholder Vote

8-K 1 f8k_annualmtg051922final.htm 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