Digi International Sets Virtual 2026 Annual Meeting, Board Seeks Re-election

TL;DR

**DGII's virtual annual meeting is a routine governance check, but watch the Say-on-Pay vote for any shareholder dissent on executive compensation.**

AI Summary

Digi International Inc. (DGII) is holding its Annual Meeting of Stockholders on January 30, 2026, virtually, to elect two directors, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as its independent auditor for fiscal year 2026. As of December 8, 2025, there were 37,589,332 shares of common stock outstanding. The company's principal executive office is located at 9350 Excelsior Blvd., Hopkins, Minnesota. Key proposals include the re-election of Satbir Khanuja, Ph.D., and Ronald E. Konezny to three-year terms expiring in 2029. Major institutional holders include BlackRock, Inc. with 15.6% (5,869,496 shares), Conestoga Capital Advisors with 10.3% (3,859,786 shares), and The Vanguard Group with 8.4% (3,142,013 shares). The Board recommends a 'FOR' vote on all proposals, including the advisory 'Say-on-Pay' for named executive officers and the ratification of auditors. The filing also details the virtual meeting format and voting procedures, emphasizing the importance of stockholder participation.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Digi International, directly impacting investor confidence and strategic direction. The re-election of directors like Satbir Khanuja, Ph.D., who brings significant AI experience, could influence the company's technological competitive edge in the IoT market. The advisory vote on executive compensation provides a direct channel for shareholders to voice their approval or disapproval of management's pay, potentially affecting future compensation structures and talent retention. Ratifying Deloitte & Touche LLP ensures continued financial oversight, crucial for market transparency and regulatory compliance, especially as DGII competes in a rapidly evolving tech landscape.

Risk Assessment

Risk Level: low — The filing indicates a low risk level as it primarily covers routine corporate governance matters such as director elections and auditor ratification. There are no indications of contested elections or significant changes in corporate structure. The 'Say-on-Pay' proposal is advisory, limiting immediate financial risk.

Analyst Insight

Investors should review the executive compensation details to ensure alignment with performance and vote on the 'Say-on-Pay' proposal. Participate in the virtual meeting to ask questions, especially regarding the strategic direction influenced by directors like Satbir Khanuja, Ph.D.'s AI expertise.

Executive Compensation

Key Numbers

• 37,589,332 — Shares of Common Stock Outstanding (As of December 8, 2025, each entitled to one vote.)
• 2026-01-30 — Annual Meeting Date (Scheduled date for the virtual Annual Meeting of Stockholders.)
• 2025-12-08 — Record Date (Stockholders of record on this date are entitled to vote.)
• 5,869,496 — BlackRock, Inc. Shares (Represents 15.6% beneficial ownership as of December 31, 2023.)
• 3,859,786 — Conestoga Capital Advisors Shares (Represents 10.3% beneficial ownership as of December 31, 2024.)
• 3,142,013 — The Vanguard Group Shares (Represents 8.4% beneficial ownership as of December 29, 2023.)
• 2 — Directors to be Elected (Number of directors nominated for re-election to three-year terms.)
• 90 — Days for Board Decision (Timeframe for Board to disclose decision on tendered resignation if director doesn't receive majority vote.)
• 10:59 p.m. CST — Internet/Telephone Voting Deadline (Voting closes on January 29, 2026.)
• 1:45 p.m. CST — Virtual Meeting Log-in Start Time (Stockholders can log in on January 30, 2026.)

Key Players & Entities

• DIGI INTERNATIONAL INC. (company) — Registrant
• Satbir Khanuja, Ph.D. (person) — Non-Executive Chairman of the Board and Director Nominee
• Ronald E. Konezny (person) — Director Nominee
• Deloitte & Touche LLP (company) — Independent Registered Public Accounting Firm
• David H. Sampsell (person) — Executive Vice President, Corporate Development, General Counsel & Corporate Secretary
• BlackRock, Inc. (company) — Principal Stockholder
• Conestoga Capital Advisors (company) — Principal Stockholder
• The Vanguard Group (company) — Principal Stockholder
• SEC (regulator) — Securities and Exchange Commission
• Fuse Venture Partners (company) — Dr. Khanuja's employer as operating partner

FAQ

Risk Factors

• Risks Arising from Compensation Policies and Practices [medium — operational]: The filing mentions risks arising from compensation policies and practices, and employee, officer, and director hedging. Specific details on these risks and their potential impact are not elaborated in the provided text.
• Insider Trading Policy [medium — operational]: The company has an insider trading policy, indicating a risk related to the misuse of material non-public information. The details of this policy and any associated risks are not further described in the excerpt.

Industry Context

Digi International Inc. operates in the Internet of Things (IoT) connectivity sector, providing a range of products and services that enable devices to connect to networks. The industry is characterized by rapid technological advancements, increasing demand for connected devices across various sectors like industrial, enterprise, and healthcare, and a competitive landscape with both established players and emerging companies.

Regulatory Implications

As a publicly traded company, Digi International Inc. is subject to SEC regulations, including the timely filing of proxy statements like this DEF 14A. Compliance with corporate governance rules, disclosure requirements, and shareholder voting procedures is critical to maintain investor confidence and avoid regulatory scrutiny.

What Investors Should Do

1. Review Director Nominees
2. Evaluate Executive Compensation
3. Approve Auditor Ratification
4. Participate in Virtual Meeting

Key Dates

• 2026-01-30: Annual Meeting of Stockholders — This is the date for the virtual meeting where key proposals, including director elections and executive compensation approval, will be voted upon.
• 2025-12-08: Record Date — Stockholders of record on this date are entitled to vote at the Annual Meeting.
• 2025-12-17: Mailing of Proxy Statement — Commencement of distribution of proxy materials to stockholders, informing them about the meeting and proposals.
• 2026-01-29: Internet/Telephone Voting Deadline — Last day for stockholders to cast their votes via internet or telephone before the meeting.
• 2029: Director Terms Expiration — The re-elected directors will serve terms expiring in 2029.

Glossary

DEF 14A

A proxy statement filed by a public company with the U.S. Securities and Exchange Commission (SEC) when seeking shareholder approval for various matters, such as director elections or mergers. (This document is the primary source of information for the annual meeting and contains details on proposals, executive compensation, and corporate governance.)

Say-on-Pay

A non-binding shareholder advisory vote on executive compensation. (Stockholders will vote on the company's executive compensation, providing an advisory opinion to the Board.)

Ratification of Auditors

The process by which shareholders approve the appointment of the company's independent registered public accounting firm. (Shareholders are asked to approve Deloitte & Touche LLP as the auditor for fiscal year 2026.)

Majority Voting

A voting standard where a nominee must receive more 'for' votes than 'against' votes to be elected. (This standard applies to the election of directors, meaning nominees need a majority of votes cast to be elected.)

Year-Over-Year Comparison

This DEF 14A filing for the January 30, 2026 Annual Meeting focuses on the election of directors, advisory approval of executive compensation, and ratification of auditors. Key information includes the number of outstanding shares (37,589,332 as of December 8, 2025) and the major institutional holders like BlackRock (15.6%), Conestoga Capital Advisors (10.3%), and Vanguard (8.4%). Specific comparative financial metrics or risk factor changes from a previous filing are not detailed in the provided text.

Filing Documents

• tm2533323d5_def14a.htm (DEF 14A) — 689KB
• tm2533323d5_def14aimg001.jpg (GRAPHIC) — 10KB
• tm2533323d5_def14aimg002.jpg (GRAPHIC) — 8KB
• tm2533323d5_def14aimg003.jpg (GRAPHIC) — 5KB
• tm2533323d5_def14aimg004.jpg (GRAPHIC) — 57KB
• tm2533323d5_def14aimg005.jpg (GRAPHIC) — 86KB
• tm2533323d5_def14aimg009.jpg (GRAPHIC) — 81KB
• tm2533323d5_def14aimg010.jpg (GRAPHIC) — 81KB
• tm2533323d5_def14aimg006.jpg (GRAPHIC) — 2KB
• tm2533323d5_def14aimg007.jpg (GRAPHIC) — 205KB
• tm2533323d5_def14aimg008.jpg (GRAPHIC) — 202KB
• 0001104659-25-122033.txt ( ) — 3320KB
• dgii-20250930.xsd (EX-101.SCH) — 9KB
• dgii-20250930_def.xml (EX-101.DEF) — 2KB
• dgii-20250930_lab.xml (EX-101.LAB) — 32KB
• tm2533323d5_def14a_htm.xml (XML) — 145KB

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT 4 PROPOSAL NO. 1: ELECTION OF DIRECTORS 5 Nominees for Re-Election to Terms Expiring in 2029 5 Directors Whose Terms Expire in 2027 6 Directors Whose Terms Expire in 2028 6 Director Independence 7 Board Leadership Structure 7 The Board's Role in Risk Oversight 7 Risks Arising from Compensation Policies and Practices 8 Employee, Officer and Director Hedging 8 Committees of the Board and Meeting Attendance 8 Director Nominee Selection Process and Criteria 9 Stockholder Communications with the Board 9 Compensation Committee Interlocks and Insider Participation 9 Insider Trading Policy 10 Audit and Non-Audit Fees 10 Report of the Audit Committee 10 Environmental, Social and Governance Matters 11

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 13 Compensation Discussion and Analysis 13 Report of the Compensation Committee 24 Summary Compensation Table 24 Grants of Plan-Based Awards for Fiscal 2025 25 Outstanding Equity Awards at Fiscal 2025 Year-End 26 Options Exercised and Stock Vested During Fiscal 2025 27 Potential Payments Upon Termination or Change in Control 28 CEO Pay Ratio 29 PAY VERSUS PERFORMANCE 30 Relationship Between Pay and Performance 31 Tabular List of Important Financial Performance Measures 31 COMPENSATION OF DIRECTORS 32 RELATED PERSON TRANSACTION APPROVAL POLICY 33 EQUITY COMPENSATION PLAN INFORMATION 33 PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 34 Effect of Proposal 34 PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 35 Effect of Proposal 35 HOUSEHOLDING 35 ADDITIONAL MATTERS 35 i DIGI INTERNATIONAL, INC. PROXY STATEMENT GENERAL INFORMATION Proxies are being solicited by the Board of Directors (the "Board") of Digi International Inc., a Delaware corporation (the "Company," "Digi," "we," "us" or "our"), for use in connection with the Annual Meeting of Stockholders to be held on Friday, January 30, 2026 and at any adjournment or postponement of the meeting. Only stockholders of record at the close of business on December 8, 2025 will be entitled to vote at the meeting. The address of our principal executive office is 9350 Excelsior Blvd., Suite 700, Hopkins, Minnesota 55343 and our telephone number is (952) 912-3444. The mailing of this proxy statement and a proxy card, or a Notice Regarding the Availability of Proxy Materials, to stockholders will commence on or about December 17, 2025. Shares of Common Stock Outstanding on Record Date Our common stock, par value $.01 per share, is our only outstanding voting security. At the close of business on December 8, 2025, there were 37,589,332 shares of our common stock issued and ou

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT The following table sets forth the beneficial each of our executive officers named in the Summary Compensation Table herein, by all directors, nominees and executive officers as a group, and by each stockholder who is known by us to own beneficially more than 5% of our outstanding common stock. Unless otherwise indicated in a footnote below, the address of each director, nominee and executive officer is care of our Company at 9350 Excelsior Blvd., Suite 700, Hopkins, Minnesota 55343. On December 8, 2025, there were 37,598,332 shares of the Company's common stock issued and outstanding. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership (a) Percentage Outstanding Shares Named executive officers, directors, and nominees: Ronald E. Konezny 564,766 ( b ) 1.5% James J. Loch 314,362 ( c ) * David H. Sampsell 84,467 ( d ) * James E. Freeland 12,329 * Terrence G. Schneider 45,506 ( e ) * Christopher D. Heim 56,545 * Valerie Heusinkveld – * Satbir Khanuja, Ph.D. 83,255 * Spiro C. Lazarakis 74,967 * Hatem H. Naguib 32,823 * Allison West Hughes – * All directors, nominees and current executive officers as a group (11 persons) 1,269,020 (f) 3.4% Other beneficial owners: BlackRock, Inc. 55 East 52nd Street, New York, NY 10022 5,869,496 (g) 15.6% Conestoga Capital Advisors 550 E. Swedesford Road, Ste. 120, Wayne, PA 19087 3,859,786 (h) 10.3% The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355 3,142,013 (i) 8.4% Dimensional Fund Advisors LP Palisades West, Building One, 6300 Bee Cave Road, Austin, TX 78746 2,077,133 (j) 5.5% FMR LLC 245 Summer Street, Boston, MA 02210 1,918,758 (k) 5.1% Earnest Partners, LLC 9350 Excelsior Blvd., Sui

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View this DEF 14A filing on SEC EDGAR