Shareholder Vote · Reg FD Disclosure

8-K 1 f8k_0522171.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 18, 2017 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)) 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 7.01: Regulation FD Disclosure 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 a.m. Pacific, on May 18, 2017, at the Company’s headquarters, 6645 185 th Ave NE, Suite 100, Redmond, Washington. SECOND: There were issued and outstanding on March 17, 2017, the record date, 8,048,516 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 7,574,266 (94.11%) 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 4,309,254 295,494 2,969,418 Brian T. Crowley 4,300,668 304,080 2,969,418 Alan B. Howe 4,285,545 309,203 2,969,418 Douglas W. Brown 4,299,748 305,000 2,969,418 Mark J. Gallenberger 4,300,868 303,880 2,969,418 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 7,8535,834 99.63 Against 27,795 0.37 Abstain 10,637 -- The foregoing proposal has been approved. SIXTH: The Amendment to the Data I/O 2000 Stock Compensation Incentive Plan, received the following votes: Percentage of For & Votes Against on this Proposal For 4,519,615 98.49 Against 69,333 1.51 Abstain 15,900 -- Broker non-votes: 2,969,418 The foregoing proposal has been approved. SEVENTH: 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 4,573,861 99.55 Against 20,865 0.45 Abstain 10,122 -- Broker non-votes: 2,969,418 The foregoing proposal has been approved. Item 7.01: Regulation FD Disclosure Investor Presentation Data I/O has a new investor presentation. The presentation is being posted on the Company’s website http://www.dataio.com on May 22, 2017 and can be found at the following web link: http://www.dataio.com/en-us/Company/InvestorRelations/WebcastsandPresentations.aspx under the heading “Investor Presentations” with the title “May 22, 2017” 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, 2017 By _ /s/Joel S. Hatlen _________ Joel S. Hatlen Vice President – Operations & Finance Chief Financial Officer Secretary and Treasurer