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): May 24, 2006
Data I/O Corporation
(Exact name of registrant as specified in its charter)
Washington
(State of other jurisdiction of incorporation)
0-10394 91-0864123
(Commission File Number) (IRS Employer Identification No.)
10525 Willows Road N.E., Redmond, WA 98052
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 881-6444
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 2 Pages
Item 7.01 Regulation FD Disclosure and Item 1.01
Item 7.01
Annual Meeting of Shareholders Results
The Annual Meeting of Shareholders of Data I/O Corporation was held on
Wednesday, May 24, 2006. The results for the matters that were submitted to the
Shareholders are as follows:
(1) Election of Directors:
Daniel A. DiLeo, Paul A. Gary, Frederick R. Hume, Edward D. Lazowska,
Steven M. Quist, William R. Walker were elected to serve as directors until
the next annual meeting of shareholders or until his or her successor is
elected and qualified or until such director's earlier death, resignation,
or removal.
(2) 2000 Stock Compensation Incentive Plan:
The proposal to amend the Data I/O Corporation 2000 Stock Compensation
Incentive Plan (the "2000 Plan") to increase the number of shares reserved
for issuance under the 2000 Plan by an additional 300,000 shares of common
stock was approved.
(3) Ratification of Independent Auditors:
The ratification of the continued appointment of Grant Thornton LLP as Data
I/O's independent auditors for the calendar year ended December 31, 2006
was approved.
Item 1.01
Performance Award Shares
Data I/O Corporation granted Performance Award Shares to officers and key
employees of the company on May 24, 2006. The grant was made under the terms
and conditions contained in the Performance Award Agreement and in the Data
I/O Corporation 2000 Stock Compensation Incentive Plan, as amended. For
purposes of determining whether the Performance Award Shares will be paid,
the performance period shall be Data I/O's fiscal years 2006 through 2008
and the performance goal is total revenue for the fiscal year ending
December 31, 2008 equaling or exceeding $34,694,935. Upon a change in control,
shares will vest 100%. Upon death, disability, or retirement shares will vest
prorata over the performance period however, still subject to the performance
goal.
SIGNATURE
Data I/O Corporation
May 26, 2006 By /s/Joel S. Hatlen
Joel S. Hatlen
Vice President - Finance
Chief Financial Officer
Secretary and Treasurer