Item 5. Other Information
Item 5. Other Information
(a)
None
(b)
2026 Annual Meeting Date
The Board of Directors of the Company has changed the date of the Company’s Annual Meeting of Stockholders (“2026 Annual Meeting”) to July 8, 2026. The exact time and place of the 2026 Annual Meeting will be specified in our Notice of 2026 Annual Meeting and related proxy statement for the 2026 Annual Meeting. Because the date of the 2026 Annual Meeting is more than 30 days from the first anniversary of our 2025 Annual Meeting, there is a new deadline for the receipt of any stockholder proposals submitted for the 2026 Annual Meeting. If a stockholder desires to present a proposal for inclusion in our proxy statement for the 2026 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”), the proposal must be submitted in writing to us for receipt not later than May 25, 2026, which is 10 days following the date hereof. Stockholders who wish to raise a proposal for consideration at the 2025 Annual Meeting, but who do not wish to submit a proposal for inclusion in our proxy materials pursuant to Rule 14a-8, should comply with our bylaws and deliver to us a copy of their proposal no later than May 25, 2026. If a stockholder fails to provide such notice, the respective proposal may not be addressed in our proxy materials and the proxies may exercise their discretionary voting authority if the proposal is raised at the 2026 Annual Meeting. In addition to satisfying the requirements of the advance notice provisions of our bylaws, proposals must comply with Washington law and the proxy rules promulgated by the Securities and Exchange Commission, including Rule 14a-8 if applicable, and stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide us with the information required by Rule 14a-19(b) under the Exchange Act. In either case, proposals should be sent to Data I/O Corporation, 6645 185th Ave NE, Suite 100, Redmond, Washington, 98052.
(c)
During the quarterly period ended March 31, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement, and/or any non-Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408(a) of Regulation S-K).
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Item 6. Exhibits
(a)
Exhibits
3.2
Amended and Restated BYLAWS of Data I/O Corporation (incorporated by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K, filed with the SEC on May 8, 2026).
10
Material Contracts:
None.
31
Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002:
31.1
Chief Executive Officer Certification
31.2
Chief Financial Officer Certification
32
Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002:
32.1
Chief Executive Officer Certification
32.2
Chief Financial Officer Certification
101
Interactive Data Files Pursuant to Rule 405 of Regulation S-T
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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, thereunto duly authorized.
DATED: May 15, 2026
DATA I/O CORPORATION
(REGISTRANT)
By:
/s/William Wentworth
William Wentworth
President and Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer)
By:
/s/Charles DiBona
Charles DiBona
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer and Duly Authorized Officer)
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.