UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) | |||
(
(Registrant’s telephone number, including area code)
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 | Name of each exchange on which registered | ||
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 11, 2024, Sally J. Smith informed Digi International Inc. (the “Company”) of her decision to retire from the Board of Directors (the “Board”), effective immediately after the conclusion of the Company’s 2025 Annual Meeting of Stockholders. Ms. Smith’s decision to retire was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Ms. Smith served on the Audit Committee and as chair of the Nominating and Governance Committee of the Board.
| Item 7.01. | Regulation FD Disclosure. |
The text of the Company’s press release announcing Ms. Smith’s departure and the nomination of two new Board members is set forth in Exhibit 99.1 to this report and is incorporated by reference into this Item 7.01.
| Item 9.01. | Financial Statements and Exhibits. |
| No. | Description | Manner of Filing | ||
| 99.1 | Press Release, dated December 13, 2024 | Furnished Electronically | ||
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL | Furnished Electronically |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: December 13, 2024
| DIGI INTERNATIONAL INC. | ||
| By: | /s/ David H. Sampsell | |
| David H. Sampsell | ||
| Executive Vice President, Corporate Development, General Counsel & Corporate Secretary | ||