DATA I/O CORP (Form: 8-K, Received: 05/01/2019 06:10:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : April 30, 2019

Data I/O Corporation

(Exact name of registrant as specified in its charter)

Washington	0-10394	91-0864123
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6645 185th Ave. N.E., Suite 100, Redmond, WA 98052

(Address of principal executive offices, including zip code)

(425) 881-6444

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act □

Items reported in this filing:

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 9.01 Financial Statements and Exhibits

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

A press release on April 30, 2019, announced that Data I/O has appointed Michael Tidwell as its Vice President of Marketing and Business Development.

Michael most recently served as VP of Marketing and Business Development for Tignis an Artificial Intelligence and Machine Learning startup from 2018 to present. Previously, he was with Arm Holdings (SoftBank Group) where he served as Head of Segment Product Marketing, IoT Services Group since 2017 and Director of Business Development from 2015 to 2017. He was with Sansa Security (acquired by Arm Holdings) where he served as Vice President Corporate Marketing and Business Development from 2014 to 2015 and Vice President North American Sales from 2012 to 2014. He previously served in executive and senior management positions at BSQUARE Corp. and Irdeto Mobile Inc. and as well as engineering positions in three startups and university research & development. Michael holds a Master of Science in Electrical Engineering from the University of Washington and a Bachelor of Electrical Engineering from the Georgia Institute of Technology.

Michael Tidwell and Data I/O Corporation signed an offer letter outlining the material employment arrangements which include: base salary of $225,000; participation in the company’s Management Incentive Compensation Plan (“MICP”) and an incentive compensation target of 50% of his base annual salary; an inducement grant of 25,000 Non-Qualified Stock Options vesting quarterly over 4 years with a six year life, with an May 1, 2019 grant date, and a Fair Market Value option price; an inducement grant of 50,000 Restricted Stock Units vesting annually over 4 years; and a signing grant of 7,500 Restricted Stock Units vesting quarterly over 1 year. The equity grants are made under or pursuant to the terms of the Data I/O Corporation2000 Stock Incentive Compensation Plan.

Michael entered into the company’s standard Executive Agreement, Non-Compete and non-solicitation Agreement, and Indemnification Agreement. A copy of the offer letter is furnished herewith as Exhibit 10.0 in this current report.

There were no arrangements or understandings pursuant to which Mr. Tidwell was selected as an officer. There were no related party transactions to report between Mr. Tidwell and the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

10.0	Michael Tidwell Offer Letter
99.0	Press Release: Data I/O Announces Michael Tidwell as Vice President of Marketing and Business Development

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Data I/O Corporation


April 30, 2019	By: /s/ Joel S. Hatlen Joel S. Hatlen Vice President, Chief Operating & Financial Officer

EXHIBIT INDEX

Exhibit No.	Description

10.0	Michael Tidwell Offer Letter
99.0	Press Release: Data I/O Announces Michael Tidwell as Vice President of Marketing and Business Development

Exhibit 10.0

Michael Tidwell Offer Letter

LOGO

Michael Tidwell

April 5, 2019

Re: Offer of Employment

Dear Michael,

Data I/O Corporation is pleased to make the following offer of employment to you, contingent on our satisfactory evaluation of references and background check. We are offering you the position of Vice President, Marketing & Business Development, with a start date of April 30, 2019. This position is a named 16b Executive Officer and reports directly to Anthony Ambrose, President & CEO.

Cash Compensation

The total cash compensation for this position is comprised of a base salary, a bonus program, and equity. Your annual base salary is $225,000. Participation in our Management Incentive Compensation Program (MICP) is at a rate of 50% of your base salary at target. Goals for MICP will be a combination of corporate and SentriX specific objectives. Future goals and measures are subject to change on an annual basis.

Equity Compensation

Effective on the first day of the month following your first day of employment, equity awards will be made to you pursuant to the terms of Data I/O’s 2000 Stock Compensation Incentive Plan.

A signing bonus of 7,500 Restricted Stock Units is awarded, effective the first of the month following your start date and vesting quarterly over the period of one year. You will receive an additional grant of 50,000 Restricted Stock Units, effective the first of the month following your start date, and vesting annually over four years. Also, an award of 25,000 shares of non-qualified Options will be granted to you. These options have our standard terms of: a four year quarterly vesting period, a six year life, and will be priced at the Fair Market Value (average of the high and low for the day) of our stock on the first of the month following your start date.

Severance

Excluding any termination related to a change-in-control, if you are terminated without cause, you will receive a severance equal to six months of base salary paid out under our normal payroll practice.

Benefits

You will be eligible for all company benefit programs. Your life insurance benefits are effective on your first day of employment. Your medical, dental, and vision benefits are effective on the first day of the month following your date of employment. You will have 30 days after you begin work to choose the type of coverage you would like. You are able to begin contributing to the 401k plan upon hire and will be immediately eligible for the company match at 4%.

You will be covered by our Directors and Officers insurance coverage. In addition, an Executive Agreement, covering change-in-control provisions including base salary, average MICP earned severance provisions and $20,000 of outplacement services will be offered subject to entering into our standard executive Non-Compete and Non-Solicitation Agreement. Change-in-Control provisions for acceleration of equity vesting will apply to your grants as of your first day of employment at Data I/O.

Your employment will be governed by Washington law and is conditional upon execution of our standard Employment Agreement (see attached regarding confidentiality and intellectual property) and completion of an I-9 form as well as satisfactory completion of reference and background checks. The travel demands of this position require you have a current U.S. Passport or other acceptable form of travel documentation. Your signature below indicates acceptance of this offer and that you represent that you are under no restrictions, contractual or otherwise, which would prevent you from accepting employment with Data I/O. While this offer does not express or imply an employment contract between you and Data I/O for any specific period of time, we believe that the relationship will be productive and mutually beneficial. The terms and conditions outlined above are all of the terms and conditions of this offer and this offer will expire on April 5, 2019.

Please return one copy of this letter as soon as possible.

Michael, we are excited to work with you and welcome you to Data I/O. We believe you can make significant contributions to Data I/O and look forward to you joining us.

Sincerely,

/s/Anthony Ambrose

Anthony Ambrose

President & CEO

================================================================

I am accepting this position based solely on the terms and conditions of employment described in this letter.

Accepted:

/s/ Michael Tidwell 5-APRIL-19

Michael Tidwell Date Signed

Exhibit 99.0

Press Release: Data I/O Announces Michael Tidwell as Vice President of Marketing and Business Development

Redmond, WA, April 30, 2019 – Data I/O Corporation (NASDAQ:DAIO), a leading global provider of advanced data programming and security provisioning solutions for flash-memory, flash based microcontrollers, secure elements and authentication ICs announced that Michael Tidwell will be joining the company as Vice President of Marketing and Business Development. Michael brings a wealth of experience in Software, Security and Product Management. Michael was previously head of Marketing and Business Development at Sansa Security, a leading SW security IP provider that was sold to ARM Holdings. Michael was also head of product marketing at the ARM IoT Services Group. Prior to Sansa, Michael was Vice President of Business and Market Development at BSQUARE Corporation. Michael is a Summa Cum Laude graduate of Georgia Tech with a degree in electrical engineering. He completed a MSEE at the University of Washington.

“We are thrilled to have Michael join Data I/O” said Anthony Ambrose, President and CEO of Data I/O Corporation. “As the market for IoT devices grows rapidly, security is cited as the #1 barrier to adoption. The Data I/O SentriX® platform creates a trusted foundation in hardware, solving this critical need for customers of all sizes. Michael’s combination of security expertise, industry relationships, and business development experience will build upon a very strong foundation and accelerate global adoption of the SentriX security provisioning platform.”

“I am excited to join Data I/O at this exciting time in the company’s history” said Michael Tidwell, Vice President, Data I/O Corporation. “SentriX is the platform of choice for semiconductor manufacturers and their distribution partners, Certificate Authorities, solution providers and programming centers to ignite the IoT market for true hardware based security. “

NASDAQ Required Equity Disclosure

Pursuant to NASDAQ rules, the initial equity compensation for Michael Tidwell was approved by the Compensation Committee, consisting of only independent directors. They approved an option and restricted stock grant which were to be made as employment inducement grants included in his offer letter and consisted as follows: an inducement grant of 25,000 Non-Qualified Stock Options vesting quarterly over 4 years with a six year life, with an May 1, 2019 grant date, and a Fair Market Value option price (the average of the high and low price for the day); an inducement grant of 50,000 Restricted Stock Units vesting annually over 4 years; and a signing grant of 7,500 Restricted Stock Units vesting quarterly over 1 year. The equity grants are made under or pursuant to the terms of the Data I/O Corporation 2000 Stock Incentive Compensation Plan.

About Data I/O Corporation

Since 1972 Data I/O has developed innovative solutions to enable the design and manufacture of electronic products for automotive, Internet-of-Things, medical, wireless, consumer electronics, industrial controls and other markets. Today, our customers use Data I/O security provisioning and programming solutions to reliably, securely, and cost-effectively bring innovative new products to life. These solutions are backed by a global network of Data I/O support and service professionals, assuring success for our customers. For more information, please visit www.dataio.com

Contact:

Data I/O Corporation

Jennifer Higgins

Marketing and Communications Manager

425-867-6922

higginj@dataio.com