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): June 14, 2017
____________________
INSEEGO CORP.
(Exact Name of Registrant as Specified in its Charter)
____________________
Delaware
000-31659
81-3377646
(State or other jurisdiction
of incorporation)
(Commission file number)
(I.R.S. Employer
identification number)
9605 Scranton Road, Suite 300
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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     o

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.  o





Item 5.07.
Submission of Matters to a Vote of Security Holders.
On June 14, 2017, Inseego Corp. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”) at which the stockholders of the Company considered and acted upon the following proposals, which are set out in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2017 (the “Proxy Statement”) and mailed to the stockholders of the Company on or about May 3, 2017:
1.
Election of Director. By the vote reflected below, the stockholders elected Philip Falcone to serve as a director for a three year term expiring at the 2020 annual meeting of stockholders.
2.
Approval of an Amendment to the Amended and Restated Inseego Corp. 2000 Employee Stock Purchase Plan (the “Purchase Plan”). By the vote reflected below, the stockholders approved an amendment of the Purchase Plan, which increases the number of shares issuable under the plan by 1,000,000 shares and extends the term of the Purchase Plan by five years.
3.
Advisory Vote on Executive Compensation. By the vote reflected below, the stockholders approved, on an advisory, non-binding basis, the compensation paid to the named executive officers of the Company, as disclosed in the Proxy Statement relating to the Annual Meeting.
4.
Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation. By the vote reflected below, the stockholders approved, on an advisory, non-binding basis, the frequency of the advisory vote on compensation paid to the named executive officers of the Company to be one year.
5.
Ratification of the Appointment of Mayer Hoffman McCann P.C. as the Company’s Independent Registered Public Accounting Firm for 2017. By the vote reflected below, the stockholders ratified the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
The results with respect to the above proposals were as follows:
Proposal
 
Vote Results
 
Vote Type
 
Voted
 
Voted (%)
 
O/S (%)
Election of Director
 
 
 
 
 
 
 
 
 
 
Philip Falcone
 
ELECTED
 
For
 
19,543,431

 
94.70

 
34.92

 
 
 
 
Withheld
 
1,093,814

 
5.30

 
1.95

 
 
 
 
Non-Votes
 
20,704,062

 
 
 
36.99

Approval of an Amendment to the Purchase Plan
 
APPROVED
 
For
 
19,372,805

 
93.88

 
34.61

 
 
 
 
Against
 
1,238,676

 
6.00

 
2.21

 
 
 
 
Abstain
 
25,764

 
0.12

 
0.05

 
 
 
 
Non-Votes
 
20,704,062

 
 
 
36.99

Advisory Vote on Executive Compensation
 
APPROVED
 
For
 
17,008,154

 
82.42

 
30.38

 
 
 
 
Against
 
3,541,427

 
17.16

 
6.33

 
 
 
 
Abstain
 
87,664

 
0.42

 
0.16

 
 
 
 
Non-Votes
 
20,704,062

 
 
 
36.99

Advisory Vote on Frequency of Advisory Vote on Executive Compensation
 
1 YEAR
 
1 Year
 
19,637,815

 
95.16

 
35.08

 
 
 
 
2 Years
 
42,893

 
0.21

 
0.08

 
 
 
 
3 Years
 
834,544

 
4.04

 
1.49

 
 
 
 
Abstain
 
121,993

 
0.59

 
0.22

 
 
 
 
Non-Votes
 
20,704,062

 
 
 
36.99

Ratification of the Appointment of Mayer Hoffman McCann P.C. as the Company’s Independent Registered Public Accounting Firm for 2017
 
APPROVED
 
For
 
39,791,972

 
96.25

 
71.10

 
 
 
 
Against
 
1,272,959

 
3.08

 
2.27

 
 
 
 
Abstain
 
276,376

 
0.67

 
0.49

 
 
 
 
Non-Votes
 
—

 
 
 
—





Item 9.01.
Financial Statements and Exhibits.
(d)    Exhibits.
The following exhibits are filed with this report:
10.1
Amended and Restated Inseego Corp. 2000 Employee Stock Purchase Plan.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Inseego Corp.
 
 
By:
/s/ Lance Bridges
 
Lance Bridges
 
Senior Vice President, General Counsel and Secretary

Date: June 15, 2017

 



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