---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-009319"
form_type: "8-K"
ticker: "DGII"
cik: "0000854775"
company_name: "DIGI INTERNATIONAL INC"
filed_at: "2024-02-01T23:59:59+00:00"
generated_at: "2026-06-06T12:21:02.374077+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Digi International stockholders elect two directors and approve say-on-pay frequency of 1 year

## Summary
- Christopher D. Heim (25.6M for) and Sally J. Smith (27.4M for) elected as directors for three-year terms.
- Non-binding advisory vote on executive compensation passed: 30.1M for, 1.4M against, 14,339 abstentions.
- Stockholders recommended 1-year frequency for say-on-pay (29.3M votes for 1-year); board adopted annual frequency.
- Ratification of Deloitte & Touche as independent auditor for FY2024: 34.0M for, 15,289 against.

## SEC filing metadata
- accession: 0001104659-24-009319
- form_type: 8-K
- ticker: DGII
- cik: 0000854775
- company_name: DIGI INTERNATIONAL INC
- filed_at: 2024-02-01T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/854775/000110465924009319/0001104659-24-009319-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/854775/000110465924009319/tm244770d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-009319
- JSON: https://secwatch.observer/filing/0001104659-24-009319.json
- Plain text: https://secwatch.observer/filing/0001104659-24-009319.txt

## Key facts
- Shareholder Votes
  DIGI INTERNATIONAL INC shareholders approved Non-binding advisory proposal on frequency of future advisory votes on executive compensation at the 2024-01-29 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2024-01-29
  source text: 3. The stockholders recommended a 1-year frequency to approve executive compensation based on a non-binding advisory proposal that received 29,298,968 for a 1-year frequency, 12,328 for a 2-year frequency and 2,238,937 for a 3-year frequency. 9,136 shares abstained from voting and there were 2,472,247 broker non-votes on this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/854775/000110465924009319/0001104659-24-009319-index.htm
- Shareholder Votes
  DIGI INTERNATIONAL INC shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm at the 2024-01-29 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-01-29
  source text: 4. The stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2024, with 33,994,778 shares voting for the proposal and 15,289 shares voting against the proposal. 21,549 shares abstained from voting on this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/854775/000110465924009319/0001104659-24-009319-index.htm
- Shareholder Votes
  DIGI INTERNATIONAL INC shareholders approved Non-binding advisory proposal to approve executive compensation at the 2024-01-29 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-01-29
  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 30,141,347 “for” votes and 1,403,683 “against” votes. 14,339 shares abstained from voting and there were 2,472,247 broker non-votes on this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/854775/000110465924009319/0001104659-24-009319-index.htm
- Shareholder Votes
  DIGI INTERNATIONAL INC shareholders approved Election of Christopher D. Heim and Sally J. Smith as directors for three-year terms at the 2024-01-29 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-01-29
  source text: We held our Annual Meeting virtually on January 29, 2024. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: 1. Christopher D. Heim and Sally J. Smith were elected as directors for three-year terms.
  evidence_url: https://www.sec.gov/Archives/edgar/data/854775/000110465924009319/0001104659-24-009319-index.htm

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