DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )
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Digi International Inc.
 
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on January 23, 2012


DIGI INTERNATIONAL INC.

Meeting Information
     
Meeting Type: Annual Meeting
For holders as of: November 25, 2011
Date: January 23, 2012
Time: 3:30 PM CST
Location:   Minneapolis Marriot 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 above named company.
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.




 

 

— Before You Vote —
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement       2. Annual Report
How to View Online:
Have the information that is printed in the box marked by the arrow è  XXXX XXXX XXXX  (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
         
 
  1) BY INTERNET:   www.proxyvote.com
 
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before January 09, 2012 to facilitate timely delivery.


— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow è  XXXX XXXX XXXX  available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


 

 

Voting items
The Board of Directors recommends you vote
FOR the following:
  1.   Election of Directors
      Nominees
  01  Kenneth E. Millard 02 William N. Priesmeyer      
The Board of Directors recommends you vote FOR the following proposal:
  2  
Company proposal to cast a non-binding advisory vote on executive compensation (“Say-on-Pay”)
The Board of Directors recommends you vote 1 YEAR on the following proposal:
  3  
Company proposal to cast a non-binding advisory vote on the frequency of Say-on-Pay votes.
The Board of Directors recommends you vote FOR the following proposal:
  4  
Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm of the company for the 2012 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.