Lantronix, Inc. (NASDAQ:LTRX) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01
(a) On November 3, 2020, following the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Lantronix, Inc. (the “Company”), Squar Milner LLP (“Squar Milner”) formally notified the Company that, as a result of Squar Milner’s combination with Baker Tilly US, LLP (“Baker Tilly”) effective on November 1, 2020, Squar Milner was resigning, effective immediately, as the Company’s principal accountant to audit the financial statements of the Company for the fiscal year ending June 30, 2021.
Squar Milner served as the Company’s independent registered public accounting firm for the fiscal years ended June 30, 2020 and 2019. The audit reports of Squar Milner on the Company’s financial statements as of and for the years ended June 30, 2020 and 2019 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s fiscal years ended June 30, 2020 and 2019 and in the subsequent interim period through and including November 3, 2020, the date of Squar Milner’s resignation, (i) the Company had no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Squar Milner on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Squar Milner, would have caused Squar Milner to make reference to the subject matter of the disagreements in connection with its report on the Company’s consolidated financial statements for such years or the subsequent interim period through November 3, 2020, and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Squar Milner with a copy of the disclosure made in response to this Item 4.01 and requested that Squar Milner furnish a letter addressed to the Securities and Exchange Commission (the “SEC”) confirming that it agrees with the above statements. A copy of Squar Milner’s letter dated November 3, 2020 is filed as Exhibit 16.1 to this current report on Form 8-K.
(b) On November 3, 2020, the Audit Committee of the Company engaged Baker Tilly, as successor in interest to Squar Milner, as the principal accountant to audit the Company’s financial statements for the fiscal year ending June 30, 2021. During the Company’s two most recent fiscal years ended June 30, 2020 and 2019, and the subsequent interim period through and including November 3, 2020, the date of Baker Tilly’s engagement, neither the Company, nor anyone acting on its behalf, consulted Baker Tilly regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, in any case where a written report or oral advice was provided to the Company by Baker Tilly that Baker Tilly concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
At the Annual Meeting, the stockholders of the Company approved the Lantronix, Inc. 2020 Performance Incentive Plan (the “Incentive Plan”). The Incentive Plan makes an additional 2,500,000 shares of the Company’s common stock available for award grants under the Incentive Plan. Persons eligible to receive awards under the Incentive Plan include officers or employees of the Company or any of its subsidiaries, directors of the Company, and certain consultants and advisors to the Company or any of its subsidiaries.
The preceding summary of the Incentive Plan is qualified in its entirety by reference to the full text of the Incentive Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
(a) The Company held its Annual Meeting on November 3, 2020.
(b) At the Annual Meeting, the Company’s stockholders (a) elected five nominees, Paul Pickle, Bernhard Bruscha, Margaret A. Evashenk, Paul F. Folino and Hoshi Printer, to the Board of Directors of the Company to serve until the Company’s 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified (“Election of Directors”), (b) ratified the appointment of Squar Milner as the Company’s independent registered public accountants for the fiscal year ending June 30, 2021 (“Auditor Ratification”), (c) approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Company’s definitive proxy statement filed with the SEC on October 1, 2020 (“Advisory Compensation Vote”), and (d) approved the Incentive Plan as described in the Company’s definitive proxy statement filed with the SEC on October 1, 2020 (“Incentive Plan Approval”). Set forth below are the final voting tallies for the Annual Meeting:
Election of Directors
(d) Exhibits.