UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 19, 2013

 

LANTRONIX, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   1-16027   33-0362767
(State or other jurisdiction of incorporation)   (Commission File Number)  

(IRS Employer

Identification No.)

 

167 Technology Drive

Irvine, California 92618

(Address of principal executive offices, including zip code)

 

(949) 453-3990

(Registrant's telephone number, including area code)

 

Not Applicable

(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 (see General Instruction A.2. below):

 

[  ]   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

 

Lantronix, Inc. (the “Company”) held its Annual Meeting of Stockholders on November 19, 2013. Of the 14,579,764 shares of the Company’s common stock entitled to vote at the Annual Meeting, a total of 13,700,357 shares were represented at the Annual Meeting in person or by proxy. The voting results for each item of business properly presented at the Annual Meeting are set forth below.

 

Proposal 1: Election of Directors

 

All of the Company’s nominees as listed in the Proxy Statement were elected with the following votes:

 

 
Name of Nominee
   
Votes For
   
Votes Withheld
  Broker
Non-Votes
          
Bernhard Bruscha  9,724,156  112,586  3,863,615
Kurt Busch  9,767,831  68,911  3,863,615
Bruce C. Edwards  9,768,497  68,245  3,863,615
Paul F. Folino  9,478,189  358,553  3,863,615
Hoshi Printer  9,724,073  112,669  3,863,615

 

Proposal 2: Ratification of Appointment of Independent Registered Public Accountants

 

The proposal to ratify the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2014 was approved with the following vote:

 

Votes For  Votes Against  Abstentions  Broker
Non-Votes
          
 13,468,274  205,456   26,627  0

 

 

Proposal 3: Advisory Vote on Executive Compensation

 

The proposal to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers was approved with the following vote:

Votes For  Votes Against  Abstentions  Broker
Non-Votes
          
9,756,034   58,613   22,095  3,863,615

 

 

Proposal 4: Frequency of Advisory Votes on Executive Compensation

 

The stockholders voted, on a non-binding advisory basis, to recommend that future advisory votes on the compensation paid to the Company’s named executive officers be held every year, with the following vote:

 

Every Year  Every Two Years  Every Three Years  Abstentions
          
9,707,009   22,783   76,714  30,236

 

In light of the results of the advisory vote on the frequency of advisory votes on executive compensation as disclosed above, the Company has determined that it will hold an advisory vote on executive compensation on an annual basis until the next required vote on the frequency of stockholder votes on executive compensation.

 

 

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 SIGNATURES

 

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

 

  Date: November 20, 2013 LANTRONIX, INC.
     
  By:   /s/ Jeremy Whitaker  
   

Jeremy Whitaker

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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