Here are the DEF 14A proxy statements from Digi International Inc (DGII) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow DGII and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DGII filings page.
Digi International Inc. is asking stockholders to vote at a virtual-only annual meeting on January 30, 2026. Investors will elect two directors for terms ending in 2029, hold an advisory vote on executive pay, and ratify Deloitte & Touche LLP as the independent auditor.
The board is majority independent, with a non-executive chairman and separate CEO, and operates through audit, compensation, and nominating and governance committees. Large holders include BlackRock with 5,869,496 shares, or 15.6% of outstanding common stock as of December 8, 2025.
Executive compensation follows a pay-for-performance design that ties a significant portion of pay to financial metrics such as revenue, Adjusted EBITDA and annual recurring revenue (ARR). For fiscal 2025, ARR reached $129.6 million and Adjusted EBITDA was $108.0 million, leading to annual cash incentives for named executives equal to 147% of target. Long-term equity is delivered through a mix of restricted stock units and performance stock units that vest based on multi‑year ARR goals and, for some executives, total stockholder return.