---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-009300"
form_type: "8-K"
ticker: "DGII"
cik: "0000854775"
company_name: "DIGI INTERNATIONAL INC"
filed_at: "2023-02-01T23:59:59+00:00"
generated_at: "2026-06-20T04:32:30.975346+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Stockholders approve amended 2021 Omnibus Incentive Plan; authorized shares increase to 3.5M

## Summary
- Plan amendment increases authorized shares from 2.4M to 3.5M, extends term to January 27, 2033, removes limit on full value awards.
- Directors Satbir Khanuja, Ph.D. (27.1M for) and Ronald E. Konezny (29.8M for) elected to three-year terms.
- Ratification of Deloitte & Touche as independent auditor for FY2023 with 32.5M votes for, 16k against.
- Non-binding advisory vote on executive compensation approved: 29.5M for, 306k against.
- Plan amendment received 28.2M for votes, 1.7M against; 2.7M broker non-votes.

## SEC filing metadata
- accession: 0001104659-23-009300
- form_type: 8-K
- ticker: DGII
- cik: 0000854775
- company_name: DIGI INTERNATIONAL INC
- filed_at: 2023-02-01T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 1.01, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/854775/000110465923009300/0001104659-23-009300-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/854775/000110465923009300/tm235170d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-009300
- JSON: https://secwatch.observer/filing/0001104659-23-009300.json
- Plain text: https://secwatch.observer/filing/0001104659-23-009300.txt

## Key facts
- Shareholder Votes
  DIGI INTERNATIONAL INC shareholders approved Non-binding advisory proposal to approve executive compensation at the 2023-01-27 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-01-27
  source text: 2. A non-binding advisory proposal to approve the executive compensation disclosed in our proxy statement for the Annual Meeting received advisory approval based on 29,537,939 “for” votes and 306,386 “against” votes. 17,164 shares abstained from voting and there were 2,651,876 broker non-votes on this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/854775/000110465923009300/0001104659-23-009300-index.htm
- Shareholder Votes
  DIGI INTERNATIONAL INC shareholders approved Election of Satbir Khanuja, Ph.D. and Ronald E. Konezny as directors for three-year terms at the 2023-01-27 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-01-27
  source text: 1. Satbir Khanuja, Ph.D. and Ronald E. Konezny were elected as directors for three-year terms. Voting was as follows: Name Votes For Votes Against Abstain Broker Non-Votes Sabtir Khanuja, Ph.D. 27,087,355 2,594,684 179,450 2,651,876 Ronald E. Konezny 29,792,500 62,271 6,718 2,651,876
  evidence_url: https://www.sec.gov/Archives/edgar/data/854775/000110465923009300/0001104659-23-009300-index.htm
- Shareholder Votes
  DIGI INTERNATIONAL INC shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending September 30, 2023 at the 2023-01-27 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-01-27
  source text: 3. The stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023, with 32,482,935 shares voting for the proposal and 16,430 shares voting against the proposal. 14,000 shares abstained from voting on this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/854775/000110465923009300/0001104659-23-009300-index.htm
- Shareholder Votes
  DIGI INTERNATIONAL INC shareholders approved Approval of second amendment and restatement of the Digi International Inc. 2021 Omnibus Incentive Plan at the 2023-01-27 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-01-27
  source text: 4. The stockholders approved the second amendment and restatement of the Digi International Inc. 2021 Omnibus Incentive Plan. The proposal to approve the amendment and restatement of the plan received 28,188,225 “for” votes and 1,654,582 “against” votes. 18,682 shares abstained from voting and there were 2,651,876 broker non-votes on this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/854775/000110465923009300/0001104659-23-009300-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.