{"filing":{"accession_number":"0001654954-26-006627","cik":"0000351998","ticker":"DAIO","company_name":"DATA I/O CORP","form":"8-K","filing_date":"2026-07-13","report_date":null,"primary_document":"daio_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/351998/000165495426006627/daio_8k.htm"},"events":[{"id":17563,"run_id":15732,"accession_number":"0001654954-26-006627","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"summary":"DATA I/O held its Annual Meeting of Shareholders on July 8, 2026, with voting results including election of five directors, ratification of Grant Thornton LLP as auditor (96.60% support), approval of a 2026 Amendment to the 2023 Omnibus Incentive Compensation Plan to increase share reserves (74.70% support), approval of potential dilutive issuance of 20%+ of outstanding shares at below-market prices (96.05% support), and a Say on Pay advisory vote (92.32% support).","company_name":"DATA I/O CORP","ticker":"DAIO","filing_date":"2026-07-13","form":"8-K","submitted_at":null,"items":[{"id":16081,"accession_number":"0001654954-26-006627","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"Item 5.07 is titled \"Submission of Matters to a Vote of Security Holders\" and the exhibit is the 2023 Omnibus Incentive Compensation Plan. This indicates shareholders voted on approval of the compensation plan. Shareholder approval of equity incentive plans is a material governance event affecting executive compensation arrangements and potential dilution to shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T17:22:05.770388+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17564,"run_id":15732,"accession_number":"0001654954-26-006627","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Shareholders approved a 2026 Amendment to the Company's 2023 Omnibus Incentive Compensation Plan at the Annual Meeting, which establishes the framework for granting equity awards (options, restricted stock, RSUs, PSUs, and other stock-based awards) to employees, officers, consultants, and non-employee directors.","company_name":"DATA I/O CORP","ticker":"DAIO","filing_date":"2026-07-13","form":"8-K","submitted_at":null,"items":[{"id":16080,"accession_number":"0001654954-26-006627","item_number":"5.02","item_title":"Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure and attached Exhibit 99.1 document the 2023 Omnibus Incentive Compensation Plan, which establishes the framework for granting equity awards (options, restricted stock, RSUs, PSUs, and other stock-based awards) to employees, officers, consultants, and non-employee directors. This is a compensatory arrangement disclosure under Item 5.02(e), governing how the company will compensate eligible persons through stock-based incentives and aligning their interests with shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T17:22:05.770388+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17565,"run_id":15732,"accession_number":"0001654954-26-006627","anchor_item_number":"2.04","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"Shareholders approved authorization for the Company to issue 20% or more of outstanding common stock at prices below NASDAQ minimum, and automatic conversion of convertible debentures totaling $6,825,400 principal plus interest into 6,841.33 shares of Series B Convertible Preferred Stock was triggered, materially affecting ownership structure and voting power.","company_name":"DATA I/O CORP","ticker":"DAIO","filing_date":"2026-07-13","form":"8-K","submitted_at":null,"items":[{"id":16078,"accession_number":"0001654954-26-006627","item_number":"2.04","item_title":"Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"Item 2.04 is titled \"Triggering Events That Accelerate or Increase a Direct Financial Obligation,\" but the exhibit furnished is the 2023 Omnibus Incentive Compensation Plan document itself. The 8-K Item 2.04 disclosure concerns compensatory arrangements for directors, officers, and named executives under the Plan, including stock options, restricted stock, RSUs, and performance stock units. This is a material executive compensation disclosure under Item 5.02(e) substance, even though filed under Item 2.04 caption. The Plan establishes the framework for equity-based compensation that creates direct financial obligations for the Company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T17:22:05.770388+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16079,"accession_number":"0001654954-26-006627","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities under the Data I/O Corporation 2023 Omnibus Incentive Compensation Plan. The exhibit details the plan's structure for granting stock-based awards (options, RSUs, PSUs, restricted stock) to employees, officers, directors, and consultants. This is a compensatory arrangement disclosure under the equity incentive plan framework, making it an executive compensation event rather than a dilutive capital raise, as the primary purpose is to compensate and retain key personnel through equity grants.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T17:22:05.770388+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17566,"run_id":15732,"accession_number":"0001654954-26-006627","anchor_item_number":"1.02","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.65,"summary":"The filing discloses termination of a material definitive agreement, though the specific agreement, timing, and rationale are not clearly stated in the Item 1.02 disclosure; the exhibit provided is the 2023 Omnibus Incentive Compensation Plan document rather than documentation of the termination event itself.","company_name":"DATA I/O CORP","ticker":"DAIO","filing_date":"2026-07-13","form":"8-K","submitted_at":null,"items":[{"id":16077,"accession_number":"0001654954-26-006627","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.65,"reasoning":"Item 1.02 discloses termination of a material definitive agreement, but the exhibit provided is the full text of the 2023 Omnibus Incentive Compensation Plan itself—a governance document defining equity award terms and administration. The filing does not clearly state what agreement was terminated, when, or why. Without explicit disclosure of a termination event in the Item 1.02 prose (which is not provided here), and given only the plan document as context, this appears to be a routine governance filing regarding plan administration rather than a material termination of a specific business agreement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T17:22:05.770388+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":16077,"accession_number":"0001654954-26-006627","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.65,"reasoning":"Item 1.02 discloses termination of a material definitive agreement, but the exhibit provided is the full text of the 2023 Omnibus Incentive Compensation Plan itself—a governance document defining equity award terms and administration. The filing does not clearly state what agreement was terminated, when, or why. Without explicit disclosure of a termination event in the Item 1.02 prose (which is not provided here), and given only the plan document as context, this appears to be a routine governance filing regarding plan administration rather than a material termination of a specific business agreement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T17:22:05.770388+00:00","company_name":"DATA I/O CORP","ticker":"DAIO","filing_date":"2026-07-13"},{"id":16078,"accession_number":"0001654954-26-006627","item_number":"2.04","item_title":"Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"Item 2.04 is titled \"Triggering Events That Accelerate or Increase a Direct Financial Obligation,\" but the exhibit furnished is the 2023 Omnibus Incentive Compensation Plan document itself. The 8-K Item 2.04 disclosure concerns compensatory arrangements for directors, officers, and named executives under the Plan, including stock options, restricted stock, RSUs, and performance stock units. This is a material executive compensation disclosure under Item 5.02(e) substance, even though filed under Item 2.04 caption. The Plan establishes the framework for equity-based compensation that creates direct financial obligations for the Company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T17:22:05.770388+00:00","company_name":"DATA I/O CORP","ticker":"DAIO","filing_date":"2026-07-13"},{"id":16079,"accession_number":"0001654954-26-006627","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities under the Data I/O Corporation 2023 Omnibus Incentive Compensation Plan. The exhibit details the plan's structure for granting stock-based awards (options, RSUs, PSUs, restricted stock) to employees, officers, directors, and consultants. This is a compensatory arrangement disclosure under the equity incentive plan framework, making it an executive compensation event rather than a dilutive capital raise, as the primary purpose is to compensate and retain key personnel through equity grants.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T17:22:05.770388+00:00","company_name":"DATA I/O CORP","ticker":"DAIO","filing_date":"2026-07-13"},{"id":16080,"accession_number":"0001654954-26-006627","item_number":"5.02","item_title":"Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure and attached Exhibit 99.1 document the 2023 Omnibus Incentive Compensation Plan, which establishes the framework for granting equity awards (options, restricted stock, RSUs, PSUs, and other stock-based awards) to employees, officers, consultants, and non-employee directors. This is a compensatory arrangement disclosure under Item 5.02(e), governing how the company will compensate eligible persons through stock-based incentives and aligning their interests with shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T17:22:05.770388+00:00","company_name":"DATA I/O CORP","ticker":"DAIO","filing_date":"2026-07-13"},{"id":16081,"accession_number":"0001654954-26-006627","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"Item 5.07 is titled \"Submission of Matters to a Vote of Security Holders\" and the exhibit is the 2023 Omnibus Incentive Compensation Plan. This indicates shareholders voted on approval of the compensation plan. Shareholder approval of equity incentive plans is a material governance event affecting executive compensation arrangements and potential dilution to shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T17:22:05.770388+00:00","company_name":"DATA I/O CORP","ticker":"DAIO","filing_date":"2026-07-13"}]}