Digi International (DGII) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 3, 2025, will be held virtually; shareholders are encouraged to vote electronically or by mail.

• Four director nominees are up for election, including two incumbents and two new candidates; board size will be set at seven after a planned retirement.

• Key proposals include director elections, a non-binding say-on-pay vote, auditor ratification, and approval of an amended Omnibus Incentive Plan.

• Record date for voting is December 9, 2024; 36,867,240 shares outstanding, each with one vote.

Voting matters and shareholder proposals

• Proposals: elect four directors, approve executive compensation (advisory), ratify Deloitte & Touche LLP as auditor, and approve amended 2021 Omnibus Incentive Plan.

• Majority voting standard for directors; advisory say-on-pay; majority required for auditor and incentive plan approval.

• Shareholder proposals for 2026 meeting must be received by August 15, 2025; director nominations require advance notice.

Board of directors and corporate governance

• Board divided into three classes; four nominees (two incumbents, two new) for election.

• Board will expand to seven members after a director retirement.

• Majority of directors are independent per Nasdaq standards; board diversity matrix provided.

• Non-Executive Chairman role is separate from CEO; board committees include Audit, Compensation, and Nominating & Governance.

• Board met eight times in fiscal 2024; all directors attended >75% of meetings.