8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 30, 2023

DZS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-32743	22-3509099
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

5700 Tennyson Parkway, Suite 400

Plano, TX 75024

(Address of Principal Executive Offices, Including Zip Code)

(469) 327-1531

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	DZSI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 30, 2023, DZS Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A, as filed with the U. S. Securities and Exchange Commission on April 17, 2023 (the “Proxy Statement”). Of the 31,102,434 shares of common stock outstanding and entitled to vote, 21,683,132 shares, or 69.71%, were represented in person or by proxy at the Annual Meeting. The following is a brief description of each matter voted upon and the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter:

Proposal 1 - Election of Class I Directors

Stockholders elected each of the two nominees for Class I director to serve until the Company’s 2026 Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified.  The voting results were as follows:

	Votes For	Votes Against	Abstentions	Broker Non-Votes
Barbara Carbone	14,876,313	5,334,561	83,616	1,338,642
Joon Kyung Kim	14,577,145	5,704,968	12,377	1,388,642

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.  The voting results were as follows:

Votes For	Votes Against	Abstentions
21,566,810	90,919	25,403

Proposal 3 – Amendment to the Company’s Restated Certificate of Incorporation

Stockholders representing a majority of the Company’s outstanding shares of common stock approved the amendment to the Company’s Restated Certificate of Incorporation.  The voting results were as follows:

Votes For	Votes Against	Abstentions
21,302,690	364,155	16,287

Proposal 4 – Advisory Vote on Executive Compensation

Stockholders, in a non-binding advisory vote, approved the compensation of our named executive officers.  The voting results were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
11,549,415	6,806,969	1,938,106	1,388,642

Proposal 5 – Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation

Stockholders, in a non-binding advisory vote, voted on the frequency of a non-binding advisory vote to approve the compensation of our named executive officers, as follows:

One Year	Two Years	Three Years	Abstentions	Broker Non-Votes
16,597,092	12,781	2,250,448	1,434,169	1,388,642

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 1, 2023	DZS Inc.
	By:	/s/ Justin Ferguson
		Justin Ferguson
		Chief Legal Officer

XML

Cover	Feb. 16, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 30, 2023
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	DZS INC.
Entity File Number	000-32743
Entity Tax Identification Number	22-3509099
Entity Address, Address Line One	5700 Tennyson Parkway, Suite 400
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	469
Local Phone Number	327-1531
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	DZSI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001101680
Amendment Flag	false