What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-30 · 37 added, 23 removed, 186 unchanged (24% of the section changed)

22 unchanged sentences

Other Information

During the quarter ended December 31, 2023, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

26 unchanged sentences

Equity compensation plans not approved by the security holders (3)

Represents shares of our Common Stock issuable pursuant to the Data I/O Corporation 2000 Stock Compensation Incentive Plan, 1982 Employee Stock Purchase Plan and 1996 Director Fee Plan.

Table excludes unvested restricted stock awards of 677,700 from the 2000 Plan.

The Director Fee Plan was canceled by the Board in February 2023 and unreserved the remaining 130,763 shares.

Represents shares of our Common Stock issuable pursuant to the Data I/O Corporation 2023 Omnibus Incentive Compensation Incentive Plan, 2000 Stock Compensation Incentive Plan, and 1982 Employee Stock Purchase Plan.

Table excludes unvested:

RSU awards of 353,525 from the 2000 Plan, RSU awards of 270,100 from the 2023 Plan, and PSU awards of 25,000 from the 2023 Plan.

Stock Appreciation Rights Plan (“SAR”) provides that directors, executive officers or holders of 10% or more of our Common Stock have an accompanying SAR with respect to each exercisable option.

While the plan has been approved by the security holders, no amounts are included in columns (a), (b), or (c) relating to the SAR.

Inducement grant to Michael Tidwell of 25,000 non-qualified stock options with 12,500 remaining unexercised.

Table excludes 12,500 unvested remaining 2019 restricted stock inducement grant to Michael Tidwell.

Inducement grant remaining to Michael Tidwell of non-qualified stock options, fully vested, with 12,500 remaining unexercised.

Table excludes unvested inducement grants to Gerald Ng of 75,000 RSU and 5000 PSU awards.

Certain Relationships and Related Transactions , and Director Independence

The information required by this item is contained in, and incorporated by reference from, the Proxy Statement for our 2023 Annual Meeting of Shareholders under the caption “Certain Relationships and Related Transactions.”

The information required by this Item is incorporated by reference to the section captioned “Certain Relationships and Related Transactions” in the Proxy Statement relating to our annual meeting of shareholders to be held on May 16, 2024.

Such Proxy Statement will be filed within 120 days of our year-end.

Principal Accounting Fees and Services

14 unchanged sentences

See Exhibit 10.20, and 10.32

1996 Director Fee Plan.

1996 Director Fee Plan (terminated in 2023).

See Exhibit 10.4.

14 unchanged sentences

Form of Restricted Stock Unit Award Agreement.

See Exhibit 10.18.

See Exhibit 10.18 and 10.36.

Letter Agreement with Michael Tidwell.

See Exhibit 10.28.

Data I/O Corporation 2023 Omnibus Incentive Compensation Incentive Plan.

See Exhibit 10.34.

Form of Performance Stock Unit Award Agreement.

See Exhibit 10.35.

Letter Agreement with Gerald Y.

See Exhibit 10.37.

List of Documents Filed as a Part of This Report:

67 unchanged sentences

Form of Executive Agreement (Incorporated by reference to Form 8-K filed on February 6, 2023).

Amended and Restated Data I/O Corporation 2000 Stock Compensation Incentive Plan approved May 18, 2023 (Incorporated by reference to Data I/O’s 2023 Proxy Statement dated April 3, 2023).

Data I/O Corporation 2023 Omnibus Incentive Compensation Incentive Plan approved May 18, 2023 (Incorporated by reference to Data I/O’s 2023 Proxy Statement dated April 3, 2023).

Form of Performance Stock Unit Award Agreement.

Form of Restricted Stock Unit Award Agreement.

Letter Agreement with Gerald Y.

Ng (Incorporated by reference to Form 8-K filed on June 30, 2023).

Subsidiaries of the Registrant

6 unchanged sentences

Chief Financial Officer Certification

Interactive Date Files Pursuant to Rule 405 of Regulation S-T

Data I/O Corporation INCENTIVE COMPENSATION RECOVERY POLICY.

Interactive Data Files Pursuant to Rule 405 of Regulation S-T

Form 10-K Summary

1 unchanged sentence

DATA I/O CORPORATION

March 29, 2023 By:

March 27, 2024

/s/Anthony Ambrose

8 unchanged sentences

March 27, 2024

Chief Operating and Financial Officer

Vice President

Secretary, Treasurer

Chief Financial Officer

Vice President Secretary, Treasurer

(Principal Financial and Accounting Officer)

/s/Douglas W.

March 29, 2023

/s/Cheemin Bo-Linn

March 29, 2023

Cheemin Bo-Linn

March 29, 2023

Brown March 27, 2024

Washlow March 27, 2024

Smith March 27, 2024

/s/William Wentworth March 27, 2024

William Wentworth

DATA I/O CORPORATION

SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

Charged/ (Credited)

End of Period

Charged/ (Credited) to Costs and Expenses

Deductions-Describe

Balance at End of Period

(in thousands)

Year Ended December 31, 2022:

Allowance for bad debts

Allowance for credit losses

Year Ended December 31, 2023:

Allowance for bad debts

Allowance for credit losses

Uncollectable accounts written off, net of recoveries

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures