Table of Contents
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FRONT COVER
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT SUMMARY
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT
PROPOSAL 1: ELECTION OF DIRECTOR
CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
EXECUTIVE OFFICERS
COMPENSATION DISCUSSION AND ANALYSIS
REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION OF NAMED EXECUTIVE OFFICERS
REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
PROPOSAL 2: APPROVAL OF THE AMENDMENT OF THE AMENDED AND RESTATED INSEEGO CORP. 2000 EMPLOYEE STOCK PURCHASE PLAN
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
PROPOSAL 5: RATIFICATION OF THE APPOINTMENT OF MAYER HOFFMAN MCCANN P.C. AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017
REPORT OF THE AUDIT COMMITTEE
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
STOCKHOLDER PROPOSALS
MISCELLANEOUS AND OTHER MATTERS
APPENDIX A
FORM 10-K
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
SIGNATURES
POWER OF ATTORNEY
CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Loss
Consolidated Statements of Stockholders’ Equity (Deficit)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
1. Nature of Business and Significant Accounting Policies
2. Acquisitions and Divestitures
3. Financial Statement Details
4. Goodwill and Other Intangible Assets
5. Fair Value Measurement of Assets and Liabilities
6. Debt
7. Income Taxes
8. Stockholders’ Equity
9. Share-based Compensation
10. Earnings Per Share
11. Securities Purchase Agreement and Warrant Issues
12. Commitments and Contingencies
13. Geographic Information and Concentrations of Risk
14. Retirement Savings Plan
15. Restructuring
16. Quarterly Financial Information (Unaudited)
Schedule II - Valuation and Qualifying Accounts
CORPORATE INFORMATION
DIRECTORS AND OFFICERS
BACK COVER