Business Context and Reporting Period
This Form 8-K Current Report from Data I/O Corporation covers events occurring on May 15, 2025. The filing addresses significant corporate governance changes, specifically the departure of the Chief Financial Officer and the appointment of an interim replacement, as well as the results of the Annual Meeting of Shareholders held on the same date.
Key Financial Metrics
This filing is a current report regarding corporate events and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and shareholder voting results.
Material Changes and Corporate Actions
Executive Departure and Appointment
- Departure: Gerald Y. Ng, Vice President, Chief Financial Officer, Secretary, and Treasurer, formally notified the Board of his retirement effective May 19, 2025. He will provide transition support through the second quarter of 2025 at his current base compensation.
- Appointment: Todd Henne was appointed as Interim Chief Financial Officer, Secretary, and Treasurer, effective May 20, 2025.
- Compensation Structure: Mr. Henne's services are provided through Theisen Advisory Group, LLC dba TAG CXO under an Independent Contractor Agreement (ICA).
- Base fee: $25,000 per month for three days of weekly service for an initial four-month term (extendable by two months).
- Additional days: $2,083 per day.
- Incentives: Up to $9,000 per month for deliverable completion and up to $25,000 (10% of annualized savings) for IT spend reductions.
Annual Meeting of Shareholders Results
The meeting was held on May 15, 2025, with 7,062,965 shares (76.44%) present, constituting a quorum.
| Proposal / Nominee | For Votes | Against Votes | Abstain / Withheld | Result |
|---|---|---|---|---|
| Director: William Wentworth | 4,026,224 | - | 174,353 (Withheld) | Elected |
| Director: Douglas W. Brown | 3,947,584 | - | 252,993 (Withheld) | Elected |
| Director: Sally A. Washlow | 3,976,045 | - | 224,532 (Withheld) | Elected |
| Director: Edward J. Smith | 3,939,766 | - | 260,811 (Withheld) | Elected |
| Director: Garrett Larson | 4,026,496 | - | 174,081 (Withheld) | Elected |
| Ratify Auditor (Grant Thornton LLP) | 6,649,527 (94.15%) | 401,280 (5.68%) | 12,158 (0.17%) | Approved |
| Say on Pay (Advisory) | 3,890,192 (92.61%) | 277,233 (6.60%) | 33,152 (0.79%) | Approved |
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on future business performance. The primary risk disclosed relates to the transition of the Chief Financial Officer role, which is being managed through a temporary interim arrangement with a third-party executive services firm.
Key Facts for Investor Verification
- Verify the transition timeline for the CFO role, noting the gap between Mr. Ng's departure (May 19) and Mr. Henne's start (May 20).
- Review the terms of the Independent Contractor Agreement with TAG CXO, specifically the variable compensation tied to IT spend reductions and deliverable completion.
- Confirm the tenure of the newly elected directors and their alignment with the company's strategic direction.
- Note that the "Say on Pay" proposal received 92.61% approval, indicating strong shareholder support for current executive compensation practices.