Data I/O updates bylaws, sets 2026 meeting date

Data I/O Corporation’s Board of Directors approved an immediate amendment to the company’s Bylaws on April 29, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Data I/O Corporation’s Board of Directors approved an immediate amendment to the company’s Bylaws on April 29, 2026. The change removes the requirement that the annual meeting of shareholders be held in May, giving the company flexibility in scheduling future annual meetings.

On the same date, the Board set the 2026 annual meeting of shareholders for July 8, 2026. The full text of the Amended and Restated Bylaws as of April 29, 2026 is provided as Exhibit 3.2 for detailed reference.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Bylaw amendment date: April 29, 2026 2026 annual meeting date: July 8, 2026 Exhibit number: 3.2

3 metrics

Bylaw amendment date April 29, 2026 Date Board adopted the Bylaw Amendment

2026 annual meeting date July 8, 2026 Scheduled date of 2026 annual shareholder meeting

Exhibit number 3.2 Amended and Restated Bylaws as of April 29, 2026

Key Terms

Bylaw Amendment, annual meeting of shareholders, Board of Directors, Amended and Restated BYLAWS

4 terms

Bylaw Amendment regulatory

"the Board of Directors ... adopted an amendment to the Bylaws of the Company (the “Bylaw Amendment”)"

annual meeting of shareholders financial

"eliminate the requirement that the annual meeting of shareholders be held during the month of May"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Board of Directors financial

"the Board of Directors (the “Board”) of Data I/O Corporation"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Amended and Restated BYLAWS regulatory

"Amended and Restated BYLAWS of Data I/O Corporation as of April 29, 2026"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What bylaw change did Data I/O (DAIO) make in this 8-K filing?

Data I/O’s Board approved a Bylaw Amendment removing the requirement that the annual meeting of shareholders be held in May. This gives the company more flexibility to schedule annual meetings at different times when appropriate for corporate planning and logistics.

When will Data I/O’s 2026 annual shareholder meeting take place?

The Board set Data I/O’s 2026 annual meeting of shareholders for July 8, 2026. This follows a bylaw change eliminating the prior requirement that annual meetings be held in May, allowing the meeting to occur later in the year.

Why did Data I/O (DAIO) amend its Bylaws regarding the annual meeting month?

Data I/O amended its Bylaws to eliminate the requirement that the annual meeting occur in May. This adjustment provides greater scheduling flexibility so the Board can choose dates that better align with operational, regulatory, or logistical considerations each year.

What document in the 8-K shows Data I/O’s updated Bylaws?

The updated Bylaws are included as Exhibit 3.2, titled “Amended and Restated BYLAWS of Data I/O Corporation as of April 29, 2026.” Investors can review this exhibit to see the precise language of the Bylaw Amendment and other governing provisions.

Who authorized the Bylaw Amendment and meeting date change at Data I/O?

The Board of Directors of Data I/O Corporation authorized both the Bylaw Amendment and the decision to hold the 2026 annual meeting on July 8, 2026. This reflects standard corporate governance practice where the Board manages key organizational and procedural matters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 02:09 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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): April 29, 2026

Data I/O Corporation

(Exact name of registrant as specified in its charter)

Washington

0-10394

91-0864123

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6645 185th Ave. N.E., Suite 100, Redmond, WA 98052

(Address of principal executive offices, including zip code)

(425) 881-6444

(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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Items reported in this filing:

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.

Item 8.01 Other Events.

Item 9.01 Financial Statements and Exhibits.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.

On April 29, 2026, the Board of Directors (the “Board”) of Data I/O Corporation (the “Company”) adopted an amendment to the Bylaws of the Company (the “Bylaw Amendment”) which became effective immediately.

The Bylaw Amendment modifies Article II Section (2) of the Company’s Bylaws to eliminate the requirement that the annual meeting of shareholders be held during the month of May.

The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the text of the Bylaws, a copy of which is included as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On April 29, 2026, the Board of the Company resolved to move the date of the 2026 annual meeting of shareholders to July 8, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

3.2		Amended and Restated BYLAWS of Data I/O Corporation as of April 29, 2026

SIGNATURE

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.

	Data I/O Corporation

May 5, 2026	/s/ Charles J. DiBona
	Charles J. DiBona
	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents