Lantronix holders approve 1.8M more award shares

Five directors were elected, Baker Tilly US, LLP was ratified for the fiscal year ending June 30, 2027, and executive compensation received non-binding advisory approval.

Available on EDGAR 11/05/2026 - 04:32 PM EST Accepted by SEC EDGAR 11/05/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Lantronix, Inc. (LTRX) stockholders approved an amendment to the 2020 Performance Incentive Plan, adding 1,800,000 shares for award grants and setting the plan’s new aggregate share limit at 8,949,047 shares. The approval took place at the November 3, 2026 annual meeting. The amendment received 19,175,810 votes for, 1,878,406 against, and 341,828 abstentions; 10,575,730 broker non-votes were recorded.

Stockholders elected Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Jason Lamb, and Kevin Palatnik to the board for terms ending at the 2027 annual meeting, subject to successors being duly elected and qualified or earlier resignation or removal. They also ratified Baker Tilly US, LLP as independent registered public accountants for the fiscal year ending June 30, 2027, and approved named executive officer compensation on a non-binding advisory basis.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares added to plan: 1,800,000 shares New aggregate plan share limit: 8,949,047 shares Votes for incentive plan amendment: 19,175,810 votes +3 more

6 metrics

Shares added to plan 1,800,000 shares Additional shares available for award grants under the 2020 Performance Incentive Plan

New aggregate plan share limit 8,949,047 shares 2020 Performance Incentive Plan

Votes for incentive plan amendment 19,175,810 votes Annual meeting vote

Votes against incentive plan amendment 1,878,406 votes Annual meeting vote

Abstentions on incentive plan amendment 341,828 votes Annual meeting vote

Broker non-votes on incentive plan amendment 10,575,730 votes Annual meeting vote

Key Terms

Broker Non-Votes, non-binding advisory basis, aggregate share limit, shares reserved for issuance

4 terms

Broker Non-Votes regulatory

"Broker Non-Votes 10,575,730"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis regulatory

"approved, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

aggregate share limit financial

"the new aggregate share limit for the Incentive Plan"

shares reserved for issuance financial

"shares of common stock reserved for issuance under the plan"

FAQ

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

How many shares did LTRX stockholders add to the 2020 Performance Incentive Plan?

LTRX stockholders approved an additional 1,800,000 shares for award grants under the 2020 Performance Incentive Plan, bringing its new aggregate share limit to 8,949,047 shares at the November 3, 2026 annual meeting.

How did LTRX stockholders vote on the incentive plan amendment?

The amendment received 19,175,810 votes for, 1,878,406 against, and 341,828 abstentions; 10,575,730 broker non-votes were recorded.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

false 0001114925 0001114925 2026-11-03 2026-11-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 3, 2026

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Lantronix, Inc. (the “Company”) previously approved an amended and restated version of the Company’s 2020 Performance Incentive Plan (the “Incentive Plan”), subject to approval of the amendment described below by the Company’s stockholders. At the Company’s annual meeting of stockholders held on November 3, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Incentive Plan to increase the aggregate number of shares of the Company’s common stock available for award grants under the plan by 1,800,000 shares (so that the new aggregate share limit for the Incentive Plan is 8,949,047 shares).

The preceding summary of the Incentive Plan is qualified in its entirety by reference to the full text of the Incentive Plan as amended and restated, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. 

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

(a)       The Company held its Annual Meeting on November 3, 2026.

(b)       At the Annual Meeting, the Company’s stockholders (a) elected five nominees, Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Jason Lamb, and Kevin Palatnik, to the Board of Directors of the Company to serve until the Company’s 2027 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, 2027 (“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 22, 2026 (“Advisory Compensation Vote”), and (d) approved an amendment to the Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan by 1,800,000 shares (“Incentive Plan Approval”).

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

Election of Directors

		For				Against				Abstain				Broker Non-Votes
Saleel Awsare			21,031,483				337,820				26,741				10,575,730
Sailesh Chittipeddi			18,920,907				2,410,363				64,774				10,575,730
Narbeh Derhacobian			20,310,684				1,056,009				29,351				10,575,730
Jason Lamb			17,042,520				4,327,459				26,065				10,575,730
Kevin Palatnik			20,293,459				769,641				332,944				10,575,730

Auditor Ratification

For		Against		Abstain
31,835,109		42,688		93,977

2

Advisory Compensation Vote

For		Against		Abstain		Broker Non-Votes
20,976,854		205,514		213,676		10,575,730

Incentive Plan Approval

For		Against		Abstain		Broker Non-Votes
19,175,810		1,878,406		341,828		10,575,730

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Lantronix, Inc. 2020 Performance Incentive Plan, as amended and restated.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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.
Date: November 5, 2026	By:		/s/ Brent Stringham
			Brent Stringham Chief Financial Officer

4

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 2020 PERFORMANCE INCENTIVE PLAN 112.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB