What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-11-22 compared with 2023-11-22 · 55 added, 106 removed, 280 unchanged (37% of the section changed)

16 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Digi International Inc.

To the stockholders and the Board of Directors of Digi International Inc.

Opinion on Internal Control over Financial Reporting

23 unchanged sentences

OTHER INFORMATION

During the three months ended September 30, 2023, no director or officer of the Company adopted, modified or terminated a "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.

During the year ended September 30, 2024, no director or officer of the Company adopted , modified or terminated a "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

8 unchanged sentences

Loch 52 Executive Vice President, Chief Financial Officer and Treasurer

Radha Chavali 50 Senior Vice President, Chief Information Officer

Sampsell 56 Executive Vice President, Corporate Development, General Counsel and Corporate Secretary

Schneider 58 Senior Vice President Supply Chain Management

Freeland 46 Senior Vice President, Chief Information Officer

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

9 unchanged sentences

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 2015.

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

Prior to joining us, Ms.

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.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

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

6 unchanged sentences

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

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

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

4 unchanged sentences

from 2009 to 2011 and the transportation and logistics business unit of Trimble Navigation Limited, PeopleNet's parent company from 2012 to June 2016 where he served as Vice President Supply Chain.

Freeland has served as Senior Vice President and Chief Information Officer since February 2024.

Prior to joining us he held various roles driving innovative new solutions with global impact at Medtronic, the world’s leading medical device manufacturer, from 2006 to 2024.

Prior to Medtronic, Jim held IT roles in the healthcare sector with United Health Group from 2005 to 2006 and in the hospitality and travel business with Carlson Companies from 2000 to 2005.

Code of Ethics/Code of Conduct

4 unchanged sentences

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

Insider Trading Policy

We have adopted an Insider Training Policy governing the purchase, sale and /or other dispositions of our securities by directors, officers and employees.

Our Insider Training Policy is filed as Exhibit 19.

EXECUTIVE COMPENSATION

1 unchanged sentence

1 - Election of Directors" in our Proxy Statement.

Our policies and practices for granting equity Awards is included under the heading “Equity Incentive Compensation” in our Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

29 unchanged sentences

10 (b) Digi International Inc.

2000 Omnibus Stock Plan, as amended and restated as of December 4, 2009 ** (5)

Incorporated by Reference

10 (b)(i) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2000 Omnibus Stock Plan before January 26, 2010)** (6)

Incorporated by Reference

10 (b)(ii) Form of Notice of Grant of Stock Options and Option Agreement (amended form for grants under Digi International Inc.

2000 Omnibus Stock Plan on or after January 26, 2010 provided Addendum 1A applies only to certain grants made on and after November 22, 2011)** (7)

Incorporated by Reference

10 (c) Digi International Inc.

2017 Omnibus Incentive Plan ** (5)

Incorporated by Reference

10 (c)(i) Form of Notice of Grant of Stock Options and Option Agreement including Addenda to Option Agreement that may apply to certain grants (for grants under Digi International Inc.

2013 Omnibus Incentive Plan)** (9)

Incorporated by Reference

10 (d) Digi International Inc.

2014 Omnibus Incentive Plan ** (10)

Incorporated by Reference

10 (d)(i) Form of Notice of Grant of Stock Options and Option Agreement including Addenda to Option Agreement that may apply to certain grants (for grants under Digi International Inc.

2014 Omnibus Incentive Plan)** (11)

Incorporated by Reference

10 (d)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

2014 Omnibus Incentive Plan)** (12)

Incorporated by Reference

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (e) Digi International Inc.

2016 Omnibus Incentive Plan ** (13)

Incorporated by Reference

10 (e)(i) Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

2016 Omnibus Incentive Plan)** (14)

Incorporated by Reference

10 (e)(ii) Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

2016 Omnibus Incentive Plan)** (15)

Incorporated by Reference

10 (e)(iii) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2016 Omnibus Incentive Plan)** (16)

Incorporated by Reference

10 (f) Digi International Inc.

2017 Omnibus Incentive Plan ** (17)

Incorporated by Reference

10 (f)(i) Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

10 (b)(i) Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

2017 Omnibus Incentive Plan)** (6)

Incorporated by Reference

10 (f)(ii) Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

10 (b)(ii) Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

2017 Omnibus Incentive Plan)** (7)

Incorporated by Reference

10 (f)(iii) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (b)(iii) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2017 Omnibus Incentive Plan)** (8)

Incorporated by Reference

10 (g) Digi International Inc.

10 (c) Digi International Inc.

2018 Omnibus Incentive Plan ** (9)

Incorporated by Reference

10 (g)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (c)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (10)

Incorporated by Reference

10 (g)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (c)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (11)

Incorporated by Reference

10 (g)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (c)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (12)

Incorporated by Reference

10 (g)(iv) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (c)(iv) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (13)

Incorporated by Reference

10 (h) Digi International Inc.

10 (d) Digi International Inc.

2019 Omnibus Incentive Plan ** (14)

Incorporated by Reference

10 (h)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (d)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2019 Omnibus Incentive Plan)** (15)

Incorporated by Reference

10 (h)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (d)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2019 Omnibus Incentive Plan)** (16)

Incorporated by Reference

10 (h)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (d)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2019 Omnibus Incentive Plan)** (17)

Incorporated by Reference

10 (h)(iv) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (d)(iv) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2019 Omnibus Incentive Plan)** (18)

Incorporated by Reference

10 (i) Digi International Inc.

10 (e) Digi International Inc.

2020 Omnibus Incentive Plan ** (19)

Incorporated by Reference

10 (i)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (e)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (20)

Incorporated by Reference

10 (i)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (e)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (21)

Incorporated by Reference

10 (i)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (e)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (22)

Incorporated by Reference

10 (i)(iv) Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (e)(iv) Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (23)

Incorporated by Reference

10 (i)(v) Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (e)(v) Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (24)

Incorporated by Reference

10 (j) Digi International Inc.

10 (f) Digi International Inc.

2021 Omnibus Incentive Plan **(25)

Incorporated by Reference

10 (j)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (f)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (26)

Incorporated by Reference

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (j)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (f)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (27)

Incorporated by Reference

10 (j)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (f)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (28)

Incorporated by Reference

10 (j)(iv) Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (f)(iv) Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (29)

Incorporated by Reference

10 (j)(v) Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (f)(v) Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (30)

Incorporated by Reference

10 (j)(vi) Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc.

10 (f)(vi) Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (31)

Incorporated by Reference

10 (j)(vii) Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc.

10 (f)(vii) Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (32)

Incorporated by Reference

10 (k) Form of indemnification agreement with directors and officers of the Company ** (45)

10 (g) Form of indemnification agreement with directors and officers of the Company ** (33)

Incorporated by Reference

10 (l) Employment Agreement between the Company and Ronald E.

10 (h) Employment Agreement between the Company and Ronald E.

Konezny dated November 26, 2014 ** (34)

Incorporated by Reference

10 (m) Offer letter with David H.

10 (i) Offer letter with David H.

Sampsell dated as of April 8, 2011 ** (35)

Incorporated by Reference

10 (n) Employment Agreement with Kevin C.

10 (j) Employment Agreement with Kevin C.

Riley dated January 23, 2013 ** (36)

Incorporated by Reference

10 (o) Offer letter with Michael A.

Ueland dated September 27, 2016 ** (49)

Incorporated by Reference

10 (p) Offer letter with Michael A.

Ueland dated October 29, 2018 ** (50)

Incorporated by Reference

10 (q) Offer letter with James J.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (k) Offer letter with James J.

Loch dated May 1, 2019 ** (37)

Incorporated by Reference

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.

10 (l) Offer letter with Jim Freeland dated January 29, 2024

Filed Electronically

10 (m) Credit Agreement dated December 7, 2023, by and among Digi International Inc.

as the borrower, BMO Bank, N.A., as administrative and collateral agent, BMO Capital Markets Corp., BofA Securities, Inc.

and MUFG Bank, Ltd., as joint lead arrangers and joint bookrunners, and other lenders from time-to-time party thereto (38)

Incorporated by Reference

10 (s) Digi International Inc.

10 (n) Digi International Inc.

2021 Omnibus Incentive Plan, as amended and restated (39)

Incorporated by Reference

19 Insider Trading Policy

Filed Electronically

21 Subsidiaries of the Company

12 unchanged sentences

Filed Electronically

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

97 Policy Relating to Recovery of Erroneously Awarded Compensation

15 unchanged sentences

(4) Incorporated by reference to Exhibit 10.a to Form 10-Q filed for the quarter ended March 31, 2020.

(5) Incorporated by reference to Exhibit 10(a) to Form 8-K filed January 29, 2010.

(6) Incorporated by reference to Exhibit 10(o) to Form 10-K for the year ended September 30, 2008.

(7) Incorporated by reference to Exhibit 10(e)(ii) to Form 10-K for the year ended September 30, 2011.

(8) Incorporated by reference to Exhibit 99 to Registration Statement on Form S-8 filed on April 16, 2013.

(9) Incorporated by reference to Exhibit 10(a)(i) to Form 10-Q for the quarter ended March 31, 2013.

(10) Incorporated by reference to Exhibit 99 to Registration Statement on Form S-8 filed on March 12, 2014.

(11) Incorporated by reference to Exhibit 10(b)(i) to Form 10-Q for the quarter ended March 31, 2014.

(12) Incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended June 30, 2014.

(5) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 16, 2016.

(14) Incorporated by reference to Exhibit 10(a)(ii) to Form 10-Q for the quarter ended March 31, 2016.

(15) Incorporated by reference to Exhibit 10(a)(iii) to Form 10-Q for the quarter ended March 31, 2016.

(16) Incorporated by reference to Exhibit 10(a)(iv) to Form 10-Q for the quarter ended March 31, 2016.

(17) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 16, 2016.

(6) Incorporated by reference to Exhibit 10(b)(ii) to Form 10-Q for the quarter ended March 31, 2017.

28 unchanged sentences

(36) Incorporated by reference to Exhibit 10(m) to Form 10-K for the year ended September 30, 2013.

(48) Incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended March 31, 2017.

(49) Incorporated by reference to Exhibit 10(o) to Form 10-K for the year ended September 30, 2019.

(50) Incorporated by reference to Exhibit 10.O to Form 10-K for the year ended September 30, 2018.

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

30 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