INSEEGO CORP. - FORM 8-K

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INSEEGO CORP. Reports

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): June 12, 2013 (June 6, 2013)

NOVATEL WIRELESS, INC.

(Exact name of Registrant as specified in its charter)

COMMISSION FILE: 000-31659

DELAWARE

86-0824673

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9645 Scranton Road

San Diego, CA 92121

(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 812-3400

N/A

(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:

¨	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))

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

(a) On June 6, 2013, the Company held its Annual Stockholders Meeting.

(b) James Ledwith, Susan Swenson and General John Wakelin were each re-elected, elected and re-elected, respectively, to the Board of Directors for a three (3) year term expiring at the 2016 Annual Meeting of Stockholders. In addition, the Company’s stockholders were asked:

•

To amend the Company’s 2000 Employee Stock Purchase Plan (the “2000 Employee Stock Purchase Plan”) to increase the number of shares issuable under the plan;

•

To amend the Company’s 2009 Omnibus Incentive Compensation Plan (the “2009 Incentive Plan”) to increase the number of shares issuable under the plan;

•

To hold an advisory vote to approve the compensation of the Company’s named executive officers; and

•

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013.

The results with respect to the proposals were as follows:


Proposal	Vote results		Vote type		Voted		Voted (%)		0/S (%)
JAMES LEDWITH		Re-elected		For		12,977,297		75.48		38.28
				Withheld		4,215,459		24.52		12.44
				Non Votes		12,057,850				35.58
				Uncast		0				0.00
SUSAN SWENSON		Elected		For		14,746,117		85.77		43.50
				Withheld		2,446,639		14.23		7.22
				Non Votes		12,057,850				35.58
				Uncast		0				0.00
GENERAL JOHN WAKELIN		Re-elected		For		12,978,497		75.49		38.29
				Against		4,214,259		24.51		12.43
				Non Votes		12,057,850				35.58
				Uncast		0				0.00
2000 EMPLOYEE STOCK PURCHASE PLAN		Approved		For		14,505,850		84.37		42.79
				Against		2,579,982		15.01		7.61
				Abstain		106,924		0.62		0.32
				Non Votes		12,057,850				35.58
				Uncast		0				0.00
2009 INCENTIVE PLAN		Approved		For		10,589,420		61.59		31.23
				Against		6,502,591		37.82		19.19
				Abstain		100,745		0.59		0.30
				Non Votes		12,057,850				35.58
				Uncast		0				0.00
EXECUTIVE COMPENSATION		Approved		For		15,632,761		90.92		46.12
				Against		1,442,098		8.39		4.25
				Abstain		117,897		0.69		0.35
				Non Votes		12,057,850				35.58
				Uncast		0				0.00
AUDITORS		Approved		For		27,994,873		95.71		82.59
				Against		903,443		3.09		2.67
				Abstain		352,290		1.20		1.04
				Non Votes		0				0.00
				Uncast		0				0.00

SIGNATURES

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

Novatel Wireless, Inc.

Date: June 12, 2013

/s/ Catherine F. Ratcliffe

Catherine F. Ratcliffe

Senior Vice President of Business Affairs & General Counsel and Corporate Secretary