Edgar Filing: DIGI INTERNATIONAL INC

Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

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DIGI INTERNATIONAL INC.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on January 27, 2014.


		DIGI INTERNATIONAL INC.				Meeting Information
		DIGI INTERNATIONAL INC.				Meeting Type: Annual Meeting
						For holders as of: November 29, 2013
						Date: January 27, 2014 Time: 3:30 P.M.
						Location: Minneapolis Marriott Southwest
						5801 Opus Parkway
						Minnetonka, Minnesota

		DIGI INTERNATIONAL INC. ATTN: OFFICE OF GENERAL COUNSEL 11001 BREN RD. EAST MINNETONKA, MN 55343
						You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.
						See the reverse side of this notice to obtain proxy materials and voting instructions.


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Voting Items

The Board of Directors recommends you vote

FOR the following:

Election of Directors

Nominee for the term expiring in 2015

01) Girish Rishi

Nominees for the term expiring in 2017

02) Joseph T. Dunsmore

03) Satbir Khanuja, Ph.D.

The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5:

Company proposal to approve the Digi International Inc. 2014 Ominbus Incentive Plan.

Company proposal to approve the Digi International Inc. Employee Stock Purchase Plan as Amended and Restated as of October 29, 2013.

Company proposal to cast a non-binding advisory vote on executive compensation.

Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm of the company for the 2014 fiscal year.

NOTE: If any other matters properly come before the annual meeting calling for a vote of stockholders, the shares represented by this proxy will be voted by the persons named herein in accordance with their best judgment.

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