Lantronix annual meeting: say-on-pay passes; 1-year frequency

Rhea-AI Filing Summary

Lantronix, Inc. reported results of its 2025 Annual Meeting held on November 4, 2025. Stockholders elected six directors to serve until the 2026 meeting. They ratified Baker Tilly US, LLP as independent auditor with 28,012,267 votes for, 114,577 against, and 44,326 abstentions.

On advisory items, stockholders approved executive compensation with 19,700,633 for, 1,269,494 against, and 151,328 abstentions. They also recommended holding the advisory vote on pay every 1 Year with 19,248,160 votes in favor. The Board will continue annual say‑on‑pay votes consistent with this outcome.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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): November 4, 2025

LANTRONIX, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		1-16027		33-0362767
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
48 Discovery, Suite 250 Irvine, California 92618
(Address of Principal Executive Offices, including zip code)
Registrant’s telephone number, including area code: (949) 453-3990
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	LTRX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7(a)(2)(B) of Securities Act. ☐

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

(a)       Lantronix, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on November 4, 2025.

(b)       At the Annual Meeting, the Company’s stockholders (a) elected six nominees, James Auker, Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Kevin Palatnik and Hoshi Printer, to the Board of Directors (the “Board”) of the Company to serve until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier resignation or removal (“Election of Directors”), (b) ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2026 (“Auditor Ratification”), (c) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 24, 2025 (“"Advisory Compensation Vote”), and (d) approved, on a non-binding advisory basis, “1 Year” as the frequency of future advisory votes on the compensation paid to our named executive officers.

In view of the voting results and consistent with the recommendation of the Board as disclosed in the Company’s proxy statement, the Board determined, following the Annual Meeting, that the Company will continue to hold future advisory votes on executive compensation every year until the next required vote on the frequency of such votes.

Set forth below are the final voting tallies for the Annual Meeting:

Election of Directors

		For		Against		Abstain		Broker Non-Votes
James Auker		14,491,307		6,595,599		34,459		7,049,805
Saleel Awsare		20,845,909		283,773		36,683		7,049,805
Sailesh Chittipeddi		20,043,722		1,041,677		35,966		7,049,805
Narbeh Derhacobian		19,756,694		1,328,987		35,684		7,049,805
Kevin Palatnik		19,923,972		1,162,242		35,151		7,049,805
Hoshi Printer		20,376,508		710,333		34,524		7,049,805

Auditor Ratification

For		Against		Abstain
28,012,267		114,577		44,326

Advisory Compensation Vote

For		Against		Abstain		Broker Non-Votes
19,700,633		1,269,494		151,328		7,049,805

Recommend Frequency of Non-Binding Vote on Executive Compensation

1 Year		2 Years		3 Years		Abstain
19,248,160		67,682		1,689,658		115,865

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SIGNATURES

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.

	LANTRONIX, INC.
	By:		/s/ Brent Stringham
			Brent Stringham Chief Financial Officer

Date: November 6, 2025

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FAQ

What did LTRX stockholders approve at the 2025 Annual Meeting?

They elected six directors, ratified Baker Tilly US, LLP as auditor, approved the advisory vote on executive compensation, and chose a 1-year frequency for future pay votes.

What were the Lantronix (LTRX) auditor ratification vote totals?

Auditor ratification received 28,012,267 for, 114,577 against, and 44,326 abstentions.

How did LTRX stockholders vote on executive compensation (say-on-pay)?

Say-on-pay was approved with 19,700,633 for, 1,269,494 against, and 151,328 abstentions.

What frequency did LTRX stockholders select for say-on-pay votes?

Stockholders recommended 1 Year with 19,248,160 votes in favor; the Board will continue annual votes.

Which directors were elected to the LTRX Board?

James Auker, Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Kevin Palatnik, and Hoshi Printer were elected to serve until the 2026 meeting.

When was the LTRX annual meeting held?

The meeting took place on November 4, 2025.