Our annual meeting of stockholders was held on January 28, 2013. Of the 26,313,871 shares of our common stock eligible to vote at the meeting, 23,563,622 shares were present at the meeting by proxy or in person. The stockholders voted on the following matters:

1. Guy C. Jackson and Ahmed Nawaz were elected as directors for three year terms. Voting for each of their elections was:

         Name             Votes "For"      Votes "Withheld"     Broker-Non-Vote

         Guy C. Jackson     21,094,800              481,528            1,987,294

         Ahmed Nawaz        21,091,680              484,648            1,987,294

2. The stockholders approved the Digi International 2013 Omnibus Incentive Plan (the "Plan") with 17,363,436 shares voting for approval of the Plan and 2,590,424 shares voting against approval of the Plan. 1,622,468 shares abstained from voting on this matter and there were 1,987,294 broker-non-votes on this matter.

3. A non-binding advisory vote regarding the executive compensation disclosed in our proxy statement for the annual meeting received 18,995,100 "for" votes, 2,397,158 "against" votes. 184,070 shares abstained from voting on this matter and there were 1,987,294 broker non-votes on this matter.

4. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2013 with 23,365,949 shares voting in favor of the ratification and 182,260 shares voting against the ratification. 15,413 shares abstained from voting on this matter.

On January 30, 2013 the Board of Directors appointed the following individuals to the executive officer positions of the company set forth next to their names:

Kevin C. Riley - Senior Vice President, Sales Lawrence A. Kraft - Senior Vice President, Marketing