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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 23, 2024

 

INSEEGO CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38358   81-3377646

(State or other jurisdiction

of incorporation)

  

(Commission File Number)

  

(IRS Employer

Identification No.)

 

9710 Scranton Road, Suite 200

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

 

(858) 812-3400

(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))

 

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.001 per share

 INSG Nasdaq Global Select Market

 

 

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. ☐

 

 

 

   

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On September 23, 2024, Inseego Corp. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). Of the 12,282,559 shares of the Company’s common stock entitled to vote at the Annual Meeting, a total of 8,078,334 shares were represented at the Annual Meeting in person or by proxy. The voting results for each item of business properly presented at the Annual Meeting are set forth below.

 

Proposal 1: Election of Directors

 

The person nominated by the Company to serve as director for a three-year term until the 2027 annual meeting of stockholders was elected with the following votes:

 

Name of Nominee Votes For Votes Withheld Broker Non-Votes
Christopher Harland 3,434,534 411,231 4,232,569

 

Proposal 2: Ratification of Appointment of Independent Registered Public Accountants

 

The proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024 was approved with the following vote:

 

Votes For Votes Against Abstentions Broker Non-Votes
7,940,838 116,328 21,168 0

 

Proposal 3: Advisory Vote on Executive Compensation

 

The proposal to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers was approved with the following vote:

 

Votes For Votes Against Abstentions Broker Non-Votes
3,682,976 138,362 24,427 4,232,569

 

Proposal 4: Approval of Amendment to the Company’s 2018 Omnibus Incentive Compensation Plan

 

The proposal to authorize an amendment to the Company’s 2018 Omnibus Incentive Compensation Plan to increase the number of shares issuable under the plan by 2,500,000 shares was approved with the following vote:

 

Votes For Votes Against Abstentions Broker Non-Votes
3,103,925 720,471 21,369 4,232,569

 

Proposal 5: Approval of Amendment to the Company’s Amended and Restated 2000 Employee Stock Purchase Plan

 

The proposal to authorize an amendment to the Company’s Amended and Restated 2000 Employee Stock Purchase Plan to increase the number of shares issuable under the plan by 500,000 shares was approved with the following vote:

 

Votes For Votes Against Abstentions Broker Non-Votes
3,638,175 194,732 12,858 4,232,569

 

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  INSEEGO CORP.  
     
       
Date: September 24, 2024 By: /s/ Kurt E. Scheuerman  
    Name: Kurt E. Scheuerman  
    Title: Chief Administrative Officer and General Counsel  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

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Cover
Sep. 23, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 23, 2024
Entity File Number 001-38358
Entity Registrant Name INSEEGO CORP.
Entity Central Index Key 0001022652
Entity Tax Identification Number 81-3377646
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 9710 Scranton Road
Entity Address, Address Line Two Suite 200
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92121
City Area Code 858
Local Phone Number 812-3400
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol INSG
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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