Digi International (DGII) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 3, 2025, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by February 2, 2025.

Voting matters and shareholder proposals

• Election of four directors: Spiro C. Lazarakis, Hatem H. Naguib, Valerie Heusinkveld, and Allison West Hughes, all recommended by the board.

• Advisory vote on executive compensation for named executive officers.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending September 30, 2025.

• Approval of amendment and restatement of the 2021 Omnibus Incentive Plan.

• Proxies may be used to vote on other matters that arise at the meeting, at the discretion of the named proxies.

Board of directors and corporate governance

• Board recommends all director nominees for election at the annual meeting.