What changed in this filing

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Item 9A. Controls and Procedures

2022-11-23 compared with 2021-11-24 · 43 added, 44 removed, 341 unchanged (20% of the section changed)

10 unchanged sentences

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2022.

On November 1, 2021, we completed our acquisition of Ventus.

As permitted for recently acquired businesses, management has excluded this business from our assessment of internal control over financial reporting.

This excluded business represented total assets and revenues constituting 41% and 14%, respectively, of our related consolidated financial statement amounts for the fiscal year ended September 30, 2022.

We will be required to include them in our assessment beginning in the first quarter of fiscal 2023.

In making this assessment, management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control–Integrated Framework (2013).

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We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Ventus Wireless, LLC and affiliated entities (“Ventus”), whose financial statements reflect total assets and revenues constituting 41% and 14%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2022.

As indicated in Management’s Report, Ventus was acquired during the year ended September 30, 2022.

Management’s assertion of the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Ventus.

Definition and limitations of internal control over financial reporting

6 unchanged sentences

/s/ GRANT THORNTON LLP

Minneapolis, Minnesota

Cincinnati, Ohio

November 23, 2022

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated into this item by reference is the information appearing under the headings "Proposal No.

1 - Election of Directors", "Security Ownership of Principal Stockholders and Management" and, if applicable, "Delinquent Section 16(a) Reports" in our Proxy Statement for our 2022 Annual Meeting of Stockholders we intend to file with the SEC (the "Proxy Statement").

1 - Election of Directors", "Corporate Governance", "Security Ownership of Principal Stockholders and Management" and, if applicable, "Delinquent Section 16(a) Reports" in our Proxy Statement for our 2022 Annual Meeting of Stockholders we intend to file with the SEC (the "Proxy Statement").

Information about our Executive Officers

2 unchanged sentences

Konezny 54 President and Chief Executive Officer

Loch 49 Senior Vice President, Chief Financial Officer and Treasurer

Riley 60 President, IoT Solutions

Roberts 59 Vice President of Technology Services

Sampsell 53 Vice President of Corporate Development, General Counsel and Corporate Secretary

Schneider 55 Vice President Supply Chain Management

Konezny has served as a member of our Board of Directors and as our President and Chief Executive Officer since December 2014.

Loch 50 Executive Vice President, Chief Financial Officer and Treasurer

Radha Chavali 49 Senior Vice President, Chief Information Officer

Sampsell 54 Executive Vice President, Corporate Development, General Counsel and Corporate Secretary

Schneider 56 Senior Vice President Supply Chain Management

Konezny has served as a member of our Board of Directors and as our President and Chief Executive Officer since 2014.

From 2013 to December 2014, he served as Vice President, Global Transportation and Logistics at Trimble Navigation Limited, a global provider of navigation and range-finding equipment and related solutions.

2 unchanged sentences

Konezny founded PeopleNet in 1996 and served in various other roles, including Chief Technology Officer, Chief Financial Officer and Chief Operating Officer, before serving as its Chief Executive Officer.

Loch has served as Senior Vice President, Chief Financial Officer and Treasurer since May 2019.

Loch has served as Executive Vice President, Chief Financial Officer and Treasurer since January 2022.

He previously served as Senior Vice President, Chief Financial Officer and Treasurer from May 2019 to January 2022.

Prior to joining us, Mr.

Loch most recently served as Senior Vice President of Finance and Chief Financial officer of Nilfisk, Inc., a Denmark-owned company based in Minneapolis that manufactures professional cleaning equipment, from May 2016 to February 2019.

From May 2015 to May 2016, he was an independent consultant focused on projects including due diligence, business planning, back office reorganization and product research.

Previously, he served at Honeywell Building Solutions, a division of Honeywell International, as Chief Financial Officer (Americas) from 2008 to 2012 and then as Vice President — Sales from 2012 to May 2015.

Riley has served as President, IoT Solutions since November 2018 and previously served as Senior Vice President and Chief Operating Officer between January 2016 and October 2018 and prior to that he served as Senior Vice President of Global Sales between 2013 and January 2016.

Prior to joining us, Mr.

Riley served as Senior Vice President - Global Markets for Infor Global Solutions, an enterprise software solutions company, where he led four global business units to profitable growth from 2010 to 2011.

He served as Vice President and General Manager at Oracle, an enterprise software company, from 2008 to 2010, and President of Global Knowledge Software from 2002 until Global Knowledge Software's acquisition by Oracle in 2008.

He also served as President and Chief Operating Officer for Learn2 Corporation from 1999 to 2002.

Roberts has served as Vice President of Information Technology since 2005 and Vice President of Technology Services since 2013.

She also previously served as Vice President of Human Resources from 2005 until May 2016.

From 2015 to 2016, he was an independent consultant focused on projects including due diligence, business planning, back office reorganization and product research.

Radha Chavali has served as Senior Vice President and Chief Information Officer since August 2022.

Prior to joining us, Ms.

Roberts served as Director of Human Resources at Novartis Nutrition Corporation where she was responsible for the medical nutritional business unit.

Roberts held various human resource and marketing positions at Cray Research (now known as Silicon Graphics) from 1983 to 1996.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

Sampsell has served as Vice President of Corporate Development, General Counsel and Corporate Secretary since January 2015.

Chavali served as Global Senior Director of Corporate Systems for Donaldson Filtration from May 2017 to August 2022, where she led a large globally distributed team to support critical systems in operations, finance, procurement, legal, and HR.

Previously, she served as the Business Transformation Director at Stratasys from 2015 to May 2017, where she led a multiyear, multimillion dollar digital transformation project to implement a single global ERP platform.

Sampsell has served as Executive Vice President, Corporate Development, General Counsel and Corporate Secretary since January 2022.

He previously served as Vice President of Corporate Development, General Counsel and Corporate Secretary from 2015 to January 2022.

He had previously served as Vice President, General Counsel and Corporate Secretary since 2011.

4 unchanged sentences

from 1996 to 1999 and Moore & Van Allen, PLLC from 1993 to 1996.

Schneider has served as Vice President of Supply Chain Management since February 2019.

From June 2016 to February 2019, he served as Vice President of Product Management.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

Schneider has served as Senior Vice President, Supply Chain Management since January 2022.

He previously served as Vice President of Supply Chain Management from February 2019 to January 2022.

From 2016 to February 2019, he served as Vice President of Product Management.

Prior to joining us, Terry held several senior-level leadership positions at PeopleNet, Inc.

1 unchanged sentence

Code of Ethics/Code of Conduct

We have in place a "code of ethics" within the meaning of Rule 406 of Regulation S-K, which is applicable to our senior financial management, including specifically our principal executive officer, principal financial officer and controller.

A copy of this financial code of ethics is available on our website ( www.digi.com ) under the "Company - Investor Relations - Corporate Governance" caption.

We intend to satisfy our disclosure obligations regarding any amendment to, or a waiver from, a provision of this code of ethics by posting such information on the same website.

We also have a "code of conduct" that applies to all directors, officers and employees, a copy of which is available through our website ( www.digi.com ) under the "Company - Investor Relations - Corporate Governance" caption.

We maintain a "Financial Code of Ethics" that applies to our senior financial management, including our principal executive officer, principal financial officer, controller and other persons performing similar functions.

A copy of this financial code of ethics is available on our website ( www.digi.com ) under the "Company - Investor Relations - Corporate Governance" caption and is also available in print to any stockholder who requests in writing from our Corporate Secretary.

We intend to satisfy our disclosure obligations regarding any amendment to, or a waiver from, a provision of this financial code of ethics by posting such information on the same website.

We also maintain a "Global Code of Ethics and Business Conduct" that applies to all directors, officers and employees, a copy of which is available through our website ( www.digi.com ) under the "Company - Investor Relations - Corporate Governance" caption.

We are not including the information contained on our website as part of, or incorporating it by reference into, this report.

EXECUTIVE COMPENSATION

6 unchanged sentences

1 - Election of Directors" and the information regarding related person transactions under the heading "Related Person Transaction Approval Policy" on our Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated into this item by reference is the information under "Proposal No.

3 - Ratification of Independent Registered Public Accounting Firm" in our Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated into this item by reference is the information under "Audit and Non-Audit Fees" in our Proxy Statement.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Exhibit Number Description Method of Filing

2 (a) Equity Purchase Agreement with Schechter Tech LLC (d/b/a TempAlert LLC) dated as of October 20, 2017 * (1)

Incorporated by Reference

2 (b) Agreement and Plan of Merger by and among Digi International Inc., Namath Merger Sub.

Inc., Opengear, Inc.

and Shareholder Representative Services LLC, as representative, dated as of November 7, 2019 * (2)

Incorporated by Reference

2 (c) Purchase Agreement dated as of November 1, 2021 by and among Keith Charette, Steven Glaser, The Keith R.

2 (a) Purchase Agreement dated as of November 1, 2021 by and among Keith Charette, Steven Glaser, The Keith R.

Charette DE Incomplete – Gift Non-Grantor Trust, Ventus Networks, LLC, Ventus Holdings, LLC, Ventus IP Holdings, LLC, Ventus Wireless Services, Inc., Ventus Wireless CA, Inc., VClipz, Inc., and Digi International Inc.

149 unchanged sentences

Incorporated by Reference

10 (r) Amended and Restated Credit Agreement dated as of March 15, 2021 with BMO Harris Bank N.A., as administrative agent and collateral agent, BMO Capital Markets Corp., as joint lead arranger and sole bookrunner, and Silicon Valley bank, as joint lead arranger and syndication agent, and the other lenders from time to time party thereto *** (53)

10 (r) Third Amended and Restated Credit Agreement dated December 22, 2021, by and among Digi International Inc.

as the Borrower, BMO Harris Bank N.A., as the administrative agent and collateral agent, BMO Capital Markets Corp, as the sole lead arranger and book runner, and other lenders from time-to-time party thereto.

Incorporated by Reference

10 (s) Second Amended and Restated Credit Agreement dated as of November 1, 2021, by and among Digi International Inc., as the Borrower, BMO Harris Bank N.A., as administrative agent and collateral agent, BMO Capital Markets Corp., as sole lead arranger and book runner, and the other lenders from time to time party thereto *** (54)

10 (s) Digi International Inc.

2021 Omnibus Incentive Plan, as amended and restated (52)

Incorporated by Reference

24 unchanged sentences

A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

(1) Incorporated by reference to Exhibit 2.1 to Form 8-K filed October 25, 2017.

(1) Incorporated by reference to Exhibit 2.1 to Form 8-K filed November 1, 2021.

(3) Incorporated by reference to Exhibit 2.1 to Form 8-K filed November 1, 2021.

(2) Incorporated by reference to Exhibit 3(a) to Form 10‑K for the year ended September 30, 1993 (File no.

47 unchanged sentences

(50) Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 10, 2019.

(53) Incorporated by reference to Exhibit 10.1 to Form 8-K filed March 19, 2021.

(54) Incorporated by reference to Exhibit 10.1 to Form 8-K filed November 1, 2021.

(51) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 23, 2021.

(52) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 2, 2022.

FORM 10-K SUMMARY

27 unchanged sentences

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