Inseego (NASDAQ: INSG) investors approve pay, auditors and policy

Rhea-AI Filing Summary

Inseego Corp. held its annual stockholder meeting, where 10,474,550 of 15,042,827 eligible common shares were represented in person or by proxy. Stockholders elected Brian Miller and George Mulhern to three-year board terms, each receiving over 6.3 million votes in favor, with 3,953,451 broker non-votes recorded for each seat.

Investors also ratified CBIZ CPAs P.C. as independent auditors for the fiscal year ending December 31, 2025, with 10,313,575 votes for and limited opposition. In a non-binding advisory vote, stockholders approved executive compensation. The board adopted a revised director compensation policy effective September 10, 2025, allowing non‑management directors to elect to receive some or all of their annual retainers in shares of immediately vested common stock.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 10, 2025

INSEEGO CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38358		81-3377646
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9710 Scranton Road, Suite 200

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 812-3400

(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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	INSG	Nasdaq Global Select Market

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 10, 2025, Inseego Corp. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). Of the 15,042,827 shares of the Company’s common stock entitled to vote at the Annual Meeting, a total of 10,474,550 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

Both of the persons nominated by the Company to serve as directors for a three-year term until the 2028 annual meeting of stockholders were elected with the following votes:

Name of Nominee	Votes For	Votes Withheld	Broker Non-Votes
Brian Miller	6,363,040	158,059	3,953,451
George Mulhern	6,433,039	88,060	3,953,451

Proposal 2: Ratification of Appointment of Independent Registered Public Accountants

The proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025 was approved with the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
10,313,575	112,658	48,317	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
6,220,265	228,420	72,414	3,953,451

Item 8.01 Other Information.

The Board of Directors of the Company adopted a revised director compensation policy, effective as of September 10, 2025, which provides that each non-management member of the Board of Directors may elect to receive all or a portion of their annual retainers for service on the Board and on committees of the Board, which are paid in four quarterly installments in arrears, in the form of either shares of immediately-vested common stock.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	INSEEGO CORP.
Date:  September 11, 2025	By:	/s/ Kurt E. Scheuerman
		Name: Kurt E. Scheuerman
		Title: Chief Administrative Officer and General Counsel

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FAQ

What did Inseego Corp. (INSG) announce in this 8-K filing?

Inseego Corp. reported the results of its annual stockholder meeting held on September 10, 2025, including director elections, auditor ratification, an advisory vote on executive pay, and adoption of a revised director compensation policy.

Were Inseego Corp. (INSG) director nominees elected at the 2025 annual meeting?

Yes. Brian Miller was elected with 6,363,040 votes for and George Mulhern with 6,433,039 votes for, each to serve a three-year term until the 2028 annual meeting, with 3,953,451 broker non-votes for each nominee.

Did Inseego (INSG) stockholders approve the company’s auditors?

Yes. Stockholders ratified the appointment of CBIZ CPAs P.C. as Inseego’s independent registered public accountants for the fiscal year ending December 31, 2025, with 10,313,575 votes for, 112,658 against, and 48,317 abstentions.

How did Inseego (INSG) stockholders vote on executive compensation?

In a non-binding advisory vote, stockholders approved the compensation of the company’s named executive officers, with 6,220,265 votes for, 228,420 against, 72,414 abstentions, and 3,953,451 broker non-votes.

What changes did Inseego (INSG) make to director compensation?

The board adopted a revised director compensation policy effective September 10, 2025, allowing each non‑management director to elect to receive all or a portion of their quarterly board and committee retainers in shares of immediately vested common stock instead of cash.

How many Inseego (INSG) shares were represented at the 2025 annual meeting?

Of 15,042,827 common shares entitled to vote, 10,474,550 shares were represented in person or by proxy at the annual meeting.