Digi International (DGII) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 30, 2026, will be held virtually; shareholders are encouraged to vote electronically or by mail.

• Record date for voting is December 8, 2025, with 37,589,332 shares outstanding, each entitled to one vote.

• Key proposals include election of two directors, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• Proxy materials and annual report are available online; voting can be done via internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing two directors, approving executive compensation (Say-on-Pay), and ratifying the auditor.

• Majority voting standard applies for directors; advisory Say-on-Pay vote is non-binding.

• Shareholder proposals for the 2027 meeting must be received by August 19, 2026; other business proposals or nominations require notice by October 2, 2026.

Board of directors and corporate governance

• Board is divided into three classes; two directors nominated for re-election to terms expiring in 2029.

• Board consists of a majority of independent directors as per Nasdaq standards.

• Non-Executive Chairman and CEO roles are separated; Non-Executive Chairman leads executive sessions and board meetings.

• Committees include Audit, Compensation, and Nominating & Governance, all composed of independent directors.

• Director selection considers character, independence, experience, and diversity of background.