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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.
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 |
|
