SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

 

November 13, 2018

 

LANTRONIX, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   1-16027   33-0362767
(State or other jurisdiction of incorporation)   (Commission File Number)  

(IRS Employer Identification No.)

 

7535 Irvine Center Drive, Suite 100

Irvine, California 92618

(Address of principal executive offices, including zip code)

 

(949) 453-3990

(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 (see General Instruction A.2. below):

 

[  ]  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))

 

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

 

Lantronix, Inc. (the “Company”) held its Annual Meeting of Stockholders on November 13, 2018. Of the 21,769,282 shares of the Company’s common stock entitled to vote at the Annual Meeting, a total of 20,047,088 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

 

All six of the Company’s director nominees were elected with the following votes:

 

 

Name of Nominee

 

Votes For

 

Votes Withheld

Broker

Non-Votes

       
Jeffrey Benck 12,845,965 79,297 7,121,826
       
Bernhard Bruscha 12,793,506 131,756 7,121,826
       
Bruce C. Edwards 12,840,042 85,220 7,121,826
       
Paul F. Folino 12,660,184 265,078 7,121,826
       
Martin Hale, Jr. 12,839,892 85,370 7,121,826
       
Hoshi Printer 12,838,322 86,940 7,121,826

 

Proposal 2: Ratification of Appointment of Independent Registered Public Accountants

 

The proposal to ratify the appointment of Squar Milner, LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2019 was approved with the following vote:

 

 

Votes For

 

Votes Against

 

Abstentions

Broker

Non-Votes

20,017,375 28,016 1,697 0

 

 

 

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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

12,786,741 114,658 23,863 7,121,826

 

Proposal 4: Approval of Amendment to the 2013 Employee Stock Purchase Plan

 

The proposal to approve an amendment to the Company’s 2013 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance under the plan by 500,000 shares was approved with the following vote:

 

 

Votes For

 

Votes Against

 

Abstentions

Broker

Non-Votes

12,718,610 196,231 10,421 7,121,826

 

Item 9.01     Financial Statements and Exhibits.

 

Exhibit Number   Description
99.1   Lantronix, Inc. 2013 Employee Stock Purchase Plan, as Amended on November 13, 2018

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 15, 2018 LANTRONIX, INC.
     
  By:   /s/ Jeremy Whitaker  
   

Jeremy Whitaker

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

 

Exhibit Number   Description
99.1   Lantronix, Inc. 2013 Employee Stock Purchase Plan, as Amended on November 13, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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