INSEEGO CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: Elect two directors to serve until the 2026 Annual Meeting of Stockholders: James B. Avery

INSEEGO CORP.’s own tally for this item (“Elect Director: James B. Avery”): 39,766,843 for, 2,781,114 withheld, per its Form 8-K filed September 8, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors Both of the persons nominated by the Company to serve as directors for a three-year term until the 2026 annual meeting of stockholders were elected with the following votes:”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 14 asset managers below reported 3,533,604 for, 388,270 withheld.

Description as filed by funds: Elect two directors to serve until the 2026 Annual Meeting of Stockholders: Jeffrey Tuder

INSEEGO CORP.’s own tally for this item (“Elect Director: Jeffrey Tuder”): 40,075,966 for, 2,472,021 withheld, per its Form 8-K filed September 8, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors Both of the persons nominated by the Company to serve as directors for a three-year term until the 2026 annual meeting of stockholders were elected with the following votes:”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 14 asset managers below reported 3,634,874 for, 287,000 withheld.

Description as filed by funds: Authorize the Company's board of directors to amend the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares.

INSEEGO CORP.’s own tally for this item (“6. Approval of Increase in Authorized Shares of Common Stock The proposal to authorize an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 150 milli”): 31,390,494 for, 10,908,150 against — passed, per its Form 8-K filed September 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “2 Proposal 6: Approval of Increase in Authorized Shares of Common Stock The proposal to authorize an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 150 million shares to 300 million shares was approved with the following vote:”
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 15 asset managers below reported 3,921,874 against.

Description as filed by funds: Authorize the Company's board of directors to amend the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of all of the Company's outstanding shares of common stock, par value $0.0001 per share, by a ratio in the range of 1-for 5 to 1-for-10.

INSEEGO CORP.’s own tally for this item (“5. Approval of Reverse Stock Split The proposal to authorize an amendment of the Company's Certificate of Incorporation to implement a reverse stock split of the Company's outstanding shares of Common Stock by a ratio in”): 70,857,505 for, 7,298,643 against — passed, per its Form 8-K filed September 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5: Approval of Reverse Stock Split The proposal to authorize an amendment of the Company's Certificate of Incorporation to implement a reverse stock split of the Company's outstanding shares of Common Stock by a ratio in the range of one-for-five to one-for-ten was approved with the follow…”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 15 asset managers below reported 3,921,874 for.

Description as filed by funds: Approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the Proposals.

INSEEGO CORP.’s own tally for this item (“7. Approval of Adjournment of Annual Meeting The proposal to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the other propos”): 64,116,882 for, 13,600,553 against — passed, per its Form 8-K filed September 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 7: Approval of Adjournment of Annual Meeting The proposal to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the other proposals was approved with the following vote:”
Support: 82% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 14 asset managers below reported 21,228 for, 3,900,646 against.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 14 managers: 3,921,874 1 year.

Institutional-manager reports, all 75 managers: 12,668 for, 100 against, 2,481,064 1 year, 2,786 2 year, 250 3 year. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: Approve, in an advisory vote, the compensation paid to the Company's named executive officers, as presented in the proxy statement.

INSEEGO CORP.’s own tally for this item (“3. Advisory Vote on Executive Compensation The proposal to approve, on a non-binding advisory basis, the compensation paid to the Company's named executive officers”): 38,554,288 for, 2,919,406 against — passed, per its Form 8-K filed September 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3: Advisory Vote on Executive Compensation The proposal to approve, on a non-binding advisory basis, the compensation paid to the Company's named executive officers was approved with the following vote:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of INSEEGO CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Hold an advisory vote to approve the compensation to our named executive officers, as presented in the proxy statement accompanying this notice.” (8 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 13 managers: 3,501,807 for.

Institutional-manager reports, all 70 managers: 2,013,533 for, 1,028 against, 900 abstained, 200 1 year. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: Ratify the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023

INSEEGO CORP.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accountants The proposal to ratify the appointment of Marcum LLP as the Company's independent registered public accountants for the fiscal year ending Decem”): 75,748,726 for, 2,279,250 against — passed, per its Form 8-K filed September 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: Ratification of Appointment of Independent Registered Public Accountants The proposal to ratify the appointment of Marcum LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2023 was approved with the following vote:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 15 asset managers below reported 3,921,874 for.