Item 1.01 Entry into a Material Definitive Agreement.

On December 9, 2022, the Board of Directors of Digi International Inc. (the "Company") approved, effective upon stockholder approval, the second amendment and restatement of the Digi International Inc. 2021 Omnibus Incentive Plan to increase the total number of shares of Common Stock authorized for issuance under the plan, to remove the limit on the number of shares of Common Stock that may be used for full value awards, including restricted stock, stock units or other stock-based awards, and to extend the term of the plan to January 27, 2033. At our Annual Meeting of Stockholders (the "Annual Meeting") held virtually on January 27, 2023, our stockholders approved the second amendment and restatement of the Digi International Inc. 2021 Omnibus Incentive Plan (as amended, the "Amended Plan"). The Amended Plan authorizes the issuance of up to 3,500,000 shares of our Common Stock pursuant to awards granted under the Amended Plan.

The description of the Amended Plan does not purport to be complete and is qualified by reference to the Amended Plan, which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

We held our Annual Meeting entirely virtually on January 27, 2023. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

1. Satbir Khanuja, Ph.D. and Ronald E. Konezny were elected as directors for


   three-year terms. Voting was as follows:




                                            Votes                        Broker
Name                     Votes For         Against        Abstain       Non-Votes
Sabtir Khanuja, Ph.D.     27,087,355       2,594,684       179,450       2,651,876
Ronald E. Konezny         29,792,500          62,271         6,718       2,651,876

2. A non-binding advisory proposal to approve the executive compensation


   disclosed in our proxy statement for the Annual Meeting received advisory
   approval based on 29,537,939 "for" votes and 306,386 "against" votes.  17,164
   shares abstained from voting and there were 2,651,876 broker non-votes on
   this proposal.

3. The stockholders ratified the appointment of Deloitte & Touche LLP as our


   independent registered public accounting firm for the fiscal year ending
   September 30, 2023, with 32,482,935 shares voting for the proposal and 16,430
   shares voting against the proposal. 14,000 shares abstained from voting on
   this proposal.

4. The stockholders approved the second amendment and restatement of the Digi

International Inc. 2021 Omnibus Incentive Plan. The proposal to approve the
   amendment and restatement of the plan received 28,188,225 "for" votes and
   1,654,582 "against" votes. 18,682 shares abstained from voting and there were
   2,651,876 broker non-votes on this proposal.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits.

The following exhibits are provided herewith:





 Exhibit
   No.                          Description                            Manner of Filing
   10.1       Digi International Inc. 2021 Omnibus Incentive         Filed electronically
            Plan, as amended and restated

 104        The cover page from this current report on Form 8-K,
            formatted in inline XBRL

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