Digi International Inc. (DGII) Earnings Call Transcript & Summary

Good afternoon, and welcome to the 2022 Annual Meeting of Stockholders of Digi International Inc. Most stockholders have already voted by proxy, and the proxy votes have been tallied. If you are a stockholder of record or a beneficial stockholder and you want to vote your shares now or change your vote, you may do so during the meeting by clicking the Vote Here button at the bottom right corner of the webcast screen. [Operator Instructions] Your question will not be visible to other participants. Stockholders were also able to submit questions in advance of today's meeting via the voting website. Questions received during the meeting may not be answered live, but instead, the company may respond to such questions directly or through a posting on the company's Investor Relations website following the conclusion of this meeting and retain them for 1 week after posting. Any questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. I would now like to introduce Ron Konezny, President, CEO and Director. Please go ahead, sir.

Good afternoon, and welcome to the Annual Meeting of Stockholders of Digi International Inc. It is now 3:30 p.m., and the meeting is called to order and the polls are open. Also attending this meeting virtually is Dave Sampsell, Vice President of Corporate Development, General Counsel and Corporate Secretary; as well as Jamie Loch, Senior Vice President, Chief Financial Officer and Treasurer. Dave will act as Secretary of this meeting, and I will act as Chairman. Also attending this meeting virtually are Scott DeVenny, Tyler Aldridge and Matt Bloom of Grant Thornton LLP, the independent registered public accounting firm for the company's most recent completed fiscal year. All of the other members of our Board of Directors are attending the meeting virtually, including Dr. Satbir Khanuja, our non-Executive Chairman; Chris Heim; Sam Lazarakis; Hatem Naguib; and Sally Smith. In addition, Tony Carideo, a representative of the Carideo Group is present and is serving as inspector of the election. This meeting is being held pursuant to proper notice. The record date for the determination of the holders of the company's common stock entitled to receive notice of and to vote at this meeting was fixed by the Board of Directors as of December 13, 2021. A list of shareholders on the record date was available at our world headquarters prior to the meeting and is available for your review during this meeting. As of the close of business on the record date, there were 34,704,250 shares issued and outstanding and entitled to vote. Each share of common stock is entitled to 1 vote. On preliminary count, they are represented at this meeting, either in person or by proxy, holders of at least a majority of the outstanding shares of common stock constituting a majority of the votes entitled to be cast at this meeting. Therefore, a quorum is present for the transaction of business at this meeting and the meeting can proceed. Please note that the polls will be closed shortly. We will now take up the business of the meeting, namely: number one, the election of 2 directors, each for a 3-year term; number two, a nonbinding advisory vote to approve executive compensation disclosed in the proxy statement for this annual meeting; number three, ratification of the appointment of Grant Thornton LLP as independent registered public accounting firm of the company for the fiscal year ending September 30, 2022; and number four, approval of the amendment and restatement of Digi International Inc. 2021 Omnibus incentive plan. The polls are now closed, and a final report of election will be prepared. Based on the preliminary report of the inspector of election, Spiro Lazarakis and Hatem Naguib each received the affirmative vote of a plurality of the outstanding share of common stock present at this meeting and entitled to vote, and therefore, each is elected as a Director of the company. The nonbinding advisory vote regarding executive compensation received more votes for than against. The proposal to ratify the appointment of Grant Thornton LLP received the affirmative vote of a majority of the outstanding shares of common stock present at the meeting and entitled to vote, and therefore, is approved. The amendment and restatement of the Digi International Inc. 2021 Omnibus incentive plan received the affirmative vote of the majority of the outstanding shares of common stock present at the meeting and entitled to vote, and therefore, is approved. The proposals having been approved and the nonbinding advisory votes having been completed and there being no further business before this meeting, I declare this meeting adjourned. That concludes the business portion of the meeting. You're welcome to stay on this webcast after adjournment for a brief set of questions and answers. The meeting is adjourned. I would now like to take this opportunity to answer questions. First, however, I want to caution you that my remarks and those of any other officer may contain forward-looking statements that involve risks and uncertainties. These forward-looking statements are not a guarantee of the company's financial performance. The company's actual results could differ materially from those projected in any such forward-looking statements. Additional information concerning important factors that could cause results to differ materially from those in any such forward-looking statement is contained in the company's reports on file with the Securities and Exchange Commission, including the risk factors described in the annual report on Form 10-K for the fiscal year ended September 30, 2021. Copies of the annual report to stockholders, which includes the Form 10-K without exhibits, were previously made available to all stockholders of record as of December 13, 2021, and are also available at this meeting. At this time, I will invite any questions that you may have. It does not look like we have any questions. I want to thank you all for coming to this meeting, and have a good evening and good weekend.

Ladies and gentlemen, this concludes today's conference call. Thank you, everyone, for participating. You may now disconnect.