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 18, 2010

iGo, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-30907	86-0843914
(Commission File Number)	(IRS Employer Identification No.)

17800 N. Perimeter Dr., Suite 200, Scottsdale, Arizona	85255
(Address of Principal Executive Offices)	(Zip Code)

(480) 596-0061
(Registrant’s telephone number, including area code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Officers

     (e) On May 18, 2010, iGo, Inc. (the “Company”) held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved the adoption of the First Amendment to the Company’s Omnibus Long-Term Incentive Plan to include non-employee directors as eligible participants.

     This description of the First Amendment to the Company’s Omnibus Long-Term Incentive Plan is qualified in its entirety by reference to the full text of the amendment filed herewith as Exhibit 10.1 and incorporated herein by reference.

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

     On May 18, 2010, the Company held its 2010 Annual Meeting. A total of 24,634,495 shares were present or represented by proxy at the meeting, representing 75.34% of the total outstanding eligible votes. The following matters were voted on at the Annual Meeting.

Proposal One: Election of one member of the Board of Directors, for a three-year term, to serve until the annual meeting of stockholders in 2013.

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Frederic Welts		14,673,555		224,049		9,736,891

Proposal Two: Approve an amendment to the Company’s Omnibus Long-Term Incentive Plan to include non-employee directors as eligible participants.

Votes For	Votes Against	Votes Abstain	Broker Non-Votes
13,601,680	976,698	319,226	9,736,891

Proposal Three: Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

Votes For	Votes Against	Votes Abstain
24,416,082	173,945	44,468

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits.

Exhibit No.	Description
Exhibit 10.1	First Amendment to the iGo, Inc. Omnibus Long-Term Incentive Plan

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 thereunto duly authorized.

	iGO, INC.
Dated: May 20, 2010	By:	/s/ Darryl S. Baker
		Name:	Darryl S. Baker
		Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description of Document
10.1	First Amendment to the iGo, Inc. Omnibus Long-Term Incentive Plan+

+ Management or compensatory plan or agreement.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT
TO THE IGO, INC.
OMNIBUS LONG-TERM INCENTIVE PLAN

     iGo, Inc. (the “Company”) previously established the iGo, Inc. Omnibus Long-Term Incentive Plan (the “Plan”) to provide certain employees of and consultants to the Company with an opportunity to receive stock-based and other long-term incentive grants. By this instrument, the Plan is hereby amended to allow non-employee directors to participate in the Plan, subject to subsequent approval by the Company’s shareholders at the Company’s 2010 Annual Meeting.

     1. This First Amendment shall be effective as of the date on which it is approved by the Company’s shareholders at the Company’s 2010 Annual Meeting.

     2. Section 1 (Purpose) of the Plan is hereby amended and restated in its entirety to read as follows:

     1. PURPOSE: The purpose of the iGo, Inc. Omnibus Long-Term Incentive Plan is to provide certain employees, non-employee directors of, and consultants to, iGo, Inc. and its Affiliates (as hereinafter defined) with the opportunity to receive stock-based and other long-term incentive grants in order to attract and retain qualified individuals and to align their interests with those of shareholders.

     3. Section 3(h) (Definitions — Consultant) of the Plan is hereby amended and restated in its entirety to read as follows:

     (h) “Consultant” shall mean an individual who serves as a consultant or adviser who provides services to the Company or an Affiliate as an independent contractor and not as an Employee; provided however that a Consultant may become a Participant only if he or she: (i) is a natural person; (ii) provides bona fide services to the Company; and (iii) provides services that are not in connection with the offer or sale of the Company’s securities in a capital-raising transaction and do not promote or maintain a market for securities.

     4. Section 3(p) (Definitions — Participant) of the Plan is hereby amended and restated in its entirety to read as follows:

     (p) “Participant” shall mean an Employee, Non-Employee Director, or Consultant selected by the Committee to receive Awards under the Plan.

     5. Section 3 (Definitions) of the Plan is hereby amended by adding the following definition to the end thereof:

     (cc) “Non-Employee Director” shall mean an individual who serves as a non-employee director of the Company.

     6. Section 6 (Eligibility) of the Plan is hereby amended and restated in its entirety to read as follows:

     6. ELIGIBILITY: The Committee from time to time may designate which Employees, Non-Employee Directors, or Consultants shall become Participants under the Plan.

     7. Section 16 (No Right to Awards) of the Plan is hereby amended and restated in its entirety to read as follows:

     16. NO RIGHT TO AWARDS: No Employee, Non-Employee Director, or Consultant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniform treatment of Participants under the Plan. The terms and conditions of Awards need not be the same with respect to different Participants.

     8. Section 17 (No Right to Employment) of the Plan is hereby amended and restated in its entirety to read as follows:

     17. NO RIGHT TO EMPLOYMENT OR SERVICE: The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ or in the service as a Non-Employee Director of, or Consultant to, the Company or an Affiliate, as the case may be. The Company may at any time terminate an Employee’s employment or a Non-Employee Director’s or Consultant’s provision of services free from any liability or any claim under the Plan, unless otherwise provided in the Plan or an Award Agreement, or with respect to Non-Employee Directors, as otherwise provided by law, the Company’s certificate .

     9. This First Amendment amends only the provisions of the Plan as noted above, and those provisions not expressly amended shall be considered in full force and effect. Notwithstanding the foregoing, this First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this First Amendment.

     IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed as of this 18^th day of May, 2010.

iGo, INC.
By:	/s/ Darryl S. Baker
	Its: Vice President and Chief Financial Officer