INSEEGO CORP.
For the period ended Sep 10, 2025. Filed Jul 29, 2025.
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Sep 10, 2025 · Filed Jul 29, 2025
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W****ASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
P****ROXYS TATEMENTP URSUANT TOSECTION 14(A)OF THE
S****ECURITIESE XCHANGEACT OF 1934
Filed by the Registrantx Filed by a Party other than the Registranto
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to § 240.14a-12 |
INSEEGO CORP.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box)
| x | No fee required. | |
|---|---|---|
| o | 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: | |
| o | Fee paid previously with preliminary materials: | |
| o | 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: | |
2025 PROXY STATEMENT
AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
July 29, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Inseego Corp., a Delaware corporation (the “Company”). The Annual Meeting will be held on September 10, 2025, at 10:00 a.m. Pacific Time, at the Company’s corporate offices located at 9710 Scranton Road, Suite 200, San Diego, California 92121.
Details of the business to be conducted at the Annual Meeting are included in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.
It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the meeting, please vote online, by telephone or, if you requested printed copies of these materials, by signing and returning your proxy card. If you hold your shares through an account with a broker, dealer, bank or other nominee, please follow the instructions you receive from them to vote your shares.
We hope that you will be able to attend the Annual Meeting.
Sincerely,
Juho Sarvikas
Chief Executive Officer
9710 Scranton Road, Suite 200 San Diego, CA 92121
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date | September 10, 2025 | |
|---|---|---|
| Time | 10:00 a.m. Pacific Time | |
| Location | Inseego Corp. 9710 Scranton Road, Suite 200 San Diego, California 92121 | |
| Items of Business | (1) | Elect two directors to serve until the 2028 annual meeting of stockholders; |
| (2) | Ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; | |
| (3) | Hold an advisory vote to approve the compensation of our named executive officers, as presented in the proxy statement accompanying this notice; | |
| (4) | Transact any other business properly brought before the Annual Meeting or any adjournment or postponement thereof. | |
| Record Date | Close of business on July 17, 2025 | |
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 10, 2025: The Notice of Annual Meeting of Stockholders, Proxy Statement and the Company’s 2024 Annual Report are available atwww.inseego.com/proxymaterials.
By Order of the Board of Directors,
Kurt E. Scheuerman
Corporate Secretary
July 29, 2025
San Diego, California
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
2025 Annual Meeting of Stockholders
| Time and Date | 10:00 a.m., Pacific Time on September 10, 2025 |
|---|---|
| Location | Inseego Corp., 9710 Scranton Road, Suite 200, San Diego, California 92121 |
| Record Date | Close of business on July 17, 2025 |
| Voting | Stockholders of record as of the Record Date are entitled to one vote per share on each matter to be voted upon at the Annual Meeting. |
| Entry | Everyone attending the Annual Meeting will be required to present both proof of ownership of the Company’s common stock and valid picture identification, such as a driver’s license or passport. If your shares are held through an account with a broker, dealer, bank or other nominee, you will need a recent brokerage account statement or letter from your broker, dealer, bank or other nominee reflecting stock ownership as of the Record Date. If you do not have both proof of ownership of the Company’s common stock and valid picture identification, you may not be admitted to the Annual Meeting. If you need directions to the Annual Meeting so that you may attend or vote in person, please contact Inseego Corp., 9710 Scranton Road, Suite 200, San Diego, California 92121, Attention: Secretary, or contact the Company’s Secretary by telephone at (858) 812-3400. |
Voting and Board Recommendations
The Board of Directors of the Company (the“Board”) is not aware of any matter that will be presented for a vote at the Annual Meeting other than those shown below.
| Proposal | Board Recommendation | |
| 1 | Election of Directors | FOR all nominees |
| 2 | Ratification of the Appointment of CBIZ CPAs P.C. as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025 | FOR |
| 3 | Advisory Vote to Approve the Compensation of our Named Executive Officers | FOR |
If you are a holder of record on the Record Date, you can vote your shares:
| : | By Internet. By logging onto the secure website included on the proxy card or voting instruction form and following the instructions provided. | ( | By Telephone. By calling the telephone number listed on the proxy card or voting instruction form and following the instructions provided by the recorded message. |
|---|---|---|---|
| + | By Mail. If you requested printed copies of these materials, by completing, signing, dating and promptly returning the proxy card in the postage-paid return envelope provided with the proxy materials for receipt prior to the Annual Meeting. | I | At the Meeting. By voting in person at the Annual Meeting (if you satisfy the admission requirements, as described above). Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.