Digi International Inc. (DGII)
NASDAQ: DGII · Real-Time Price · USD
54.78
-1.58 (-2.80%)
Apr 28, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Jan 30, 2026

Operator

Good afternoon, and welcome to the 2026 Annual Meeting of Stockholders of Digi International. Most stockholders have already voted by proxy, and the proxy votes have been tallied. If you are a stockholder of record or a beneficial stockholder and you want to vote your shares now or change your vote, you may do so during the meeting by clicking on the Vote Here button at the bottom right corner of the webcast screen. Stockholders may submit questions electronically during the meeting by typing the question in the box located at the bottom left corner of the webcast screen. Your question will not be visible to other participants. Stockholders were also able to submit questions in advance of today's meeting via the voting website.

Questions received during the meeting may not be answered live, but instead, the company may respond to such questions directly or through a posting on the company's investor relations website following the conclusion of this meeting and retain them for one week after posting. Any questions and answers will be grouped by topic, and substantially similar questions will be grouped and answered once. I would now like to introduce Ron Konezny, President, CEO, and Director. Please go ahead, sir.

Ron Konezny
President and CEO, Digi International Inc.

Good afternoon, and welcome to the annual meeting of the stockholders of Digi International Incorporated. It is now 2:00 P.M., and the meeting is called to order. The polls are open. Also attending this meeting virtually is Dave Sampsell, Executive Vice President of Corporate Development, General Counsel, and Corporate Secretary, as well as Jamie Loch, Executive Vice President, Chief Financial Officer, and Treasurer. Dave will act as Secretary at this meeting, and I will act as Chairman. All the other members of our board of directors are attending the meeting virtually, including Dr. Satbir Khanuja, our Non-Executive Chairman, Chris Heim, Valerie Heusinkveld, Sam Lazarakis, Hatem Naguib, and Allison West Hughes. In addition, Tony Carideo, a representative of The Carideo Group, is present and serving as Inspector of Election. This meeting is being held pursuant to proper notice.

The record date for the determination of the holders of the company's stock, entitled to receive notice of and to vote at this meeting, was fixed by the board of directors as of December eighth, 2025. A list of shareholders on the record date was available at our world headquarters prior to the meeting and is available for review. As of the close of business on the record date, there were 37,589,332 shares issued and outstanding and entitled to vote. Each share of common stock is entitled to one vote. On a preliminary count, there are represented at this meeting, either in person or by proxy, holders of at least a majority of the outstanding shares of common stock, constituting a majority of the votes entitled to be cast at this meeting.

Therefore, a quorum is present for the transaction of business at this meeting, and the meeting can proceed. Please note that the polls will be closed shortly. We will now take the business of the meeting, namely, 1, the election of two incumbent directors for a three-year term. 2, a non-binding advisory vote to approve executive compensation disclosed in the proxy statement for this annual meeting. And 3, ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm of the company for the fiscal year ending September 30, 2026. And the polls are now closed, and the final report of election will be prepared.

Based on the preliminary report of the Inspector of Election, incumbent directors Satbir Khanuja, PhD, and Ronald Lee Koneczny each received the affirmative vote of a majority of the votes cast, and therefore each is elected as a director of the company. The non-binding advisory vote regarding executive compensation received more votes for than against. The proposal to ratify the appointment of Deloitte & Touche LLP received the affirmative vote of a majority of the shares of common stock present or represented by proxy at the meeting and entitled to vote, and therefore is approved. The proposals having been approved and the non-binding advisory votes having been completed, and there being no further business before this meeting, I declare this meeting adjourned. That concludes the business portion of the meeting. The meeting is adjourned. I would now like to take the opportunity to answer questions.

I also want to caution you that my remarks, and those of any other officer, may contain forward-looking statements that involve risks and uncertainties. These forward-looking statements are not a guarantee of the company's financial performance. The company's actual results could differ materially from those projected in any forward-looking statement. Additional information concerning important factors that could cause results to differ materially from those in any such forward-looking statement is contained in the company's reports on file with the Securities and Exchange Commission, including the risk factors described in the annual report on Form 10-K for the fiscal year ended September 30, 2025. Copies of the annual report to stockholders, which includes this Form 10-K without exhibits, were previously made available to all stockholders of record as of December 8, 2025, and are also available at this meeting and online.

At this time, I invite any questions you may have.

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