DEFA14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

Filed by the Registrant  ☒                         Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

 ☐    Preliminary Proxy Statement
 ☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 ☐    Definitive Proxy Statement
 ☒    Definitive Additional Materials
 ☐    Soliciting Material Pursuant to § 240.14a-12

INSEEGO CORP.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

 

 ☒    No fee required.
 ☐    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
   (1)  

 Title of each class of securities to which transaction applies:

   (2)  

 Aggregate number of securities to which transaction applies:

   (3)  

 Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the

 filing fee is calculated and state how it was determined):

   (4)  

 Proposed maximum aggregate value of transaction:

   (5)  

 Total fee paid:

 ☐    Fee paid previously with preliminary materials:
 ☐    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   (1)  

 Amount previously paid:

   (2)  

 Form, Schedule or Registration Statement No.:

   (3)  

 Filing Party:

   (4)  

 Date Filed:


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   Online
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Go to www.investorvote.com/INSG

or scan the QR code – login details are located in the shaded bar below.

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Votes submitted electronically must be received by 1:00 a.m. (Pacific Time), on Wednesday,

June 26, 2019.

 

 

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Important Notice Regarding the Availability of Proxy Materials for

the Inseego Corp. 2019 Annual Stockholder Meeting to be Held on June 26, 2019

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report on Form 10-K are available at:

 

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Easy Online Access – View your proxy materials  and vote.

 

Step 1: Go to www.investorvote.com/INSG.

Step 2: Click on the icon on the right to view meeting materials.

Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in.

Step 4: Make your selections as instructed on each screen for your delivery preferences.

Step 5: Vote your shares.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

 

 

 

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Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before June 16, 2019 to facilitate timely delivery.

 

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                                         032IWB


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Inseego Corp.’s Annual Meeting of Stockholders will be held on June 26, 2019 at the Company’s offices located at 9605 Scranton Road, Suite 300, San Diego, CA 92121, at 1:00pm, local time, for the Company’s stockholders as of the close of business on May 3, 2019.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2-4:

  1.

Election of Directors:

01 - Dan Mondor

02 - Brian Miller

  2.

Approve an amendment of the Company’s 2018 Omnibus Incentive Compensation Plan to increase the number of shares issuable under the plan by 2,053,085 shares.

  3.

Approve, in an advisory vote, the compensation paid to the Company’s named executive officers, as presented in the proxy statement.

  4.

Ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

Directions to the Inseego Corp. 2019 Annual Meeting

From Interstate 805. Take Sorrento Valley Rd/Mira Mesa Blvd exit. Turn east onto Sorrento Valley Rd. Continue onto Mira Mesa Blvd. Turn left onto Scranton Rd. The building is located on the righthand side. Suite 300 is located on the third floor of the building.

From Interstate 15. Take Mira Mesa Blvd exit. Turn west onto Mira Mesa Blvd. Turn right onto Scranton Rd. The building is located on the righthand side. Suite 300 is located on the third floor of the building.

 

 

 

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Here’s how to order a copy of the proxy materials and select delivery preferences:

 

Current and future delivery requests can be submitted using the options below.

 

If you request an email copy, you will receive an email with a link to the current meeting materials.

 

 

  

 

PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.

 

   Internet – Go to www.investorvote.com/INSG.

 

–   Phone – Call us free of charge at 1-866-641-4276.

 

–   Email – Send an email to investorvote@computershare.com with “Proxy Materials Inseego Corp.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.

 

To facilitate timely delivery, requests for a paper copy of proxy materials must be received by June 16, 2019.