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 24, 2006

                              Data I/O Corporation
             (Exact name of registrant as specified in its charter)

                 (State of other jurisdiction of incorporation)

      0-10394                                               91-0864123
  (Commission File Number)                    (IRS Employer Identification No.)

  10525 Willows Road N.E., Redmond, WA                                    98052
(Address of principal executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (425) 881-6444

                                 Not Applicable
          (Former name or former address, if changed since last report)

                                Page 1 of 2 Pages

Item 7.01  Regulation FD Disclosure and Item 1.01

Item 7.01

Annual Meeting of Shareholders Results

The  Annual  Meeting  of  Shareholders  of  Data  I/O  Corporation  was  held on
Wednesday,  May 24, 2006. The results for the matters that were submitted to the
Shareholders are as follows:

 (1) Election of Directors:
     Daniel A.  DiLeo,  Paul A. Gary,  Frederick  R. Hume,  Edward D.  Lazowska,
     Steven M. Quist, William R. Walker were elected to serve as directors until
     the next annual  meeting of  shareholders  or until his or her successor is
     elected and qualified or until such director's earlier death,  resignation,
     or removal.

 (2) 2000 Stock Compensation Incentive Plan:
     The  proposal  to amend the Data I/O  Corporation  2000 Stock  Compensation
     Incentive Plan (the "2000 Plan") to increase the number of shares  reserved
     for issuance under the 2000 Plan by an additional  300,000 shares of common
     stock was approved.

 (3) Ratification of Independent Auditors:
     The ratification of the continued appointment of Grant Thornton LLP as Data
     I/O's  independent  auditors for the calendar year ended  December 31, 2006
     was approved.

Item 1.01

Performance Award Shares

Data  I/O  Corporation  granted  Performance  Award Shares to  officers and  key
employees  of the company  on  May 24, 2006. The grant was  made under the terms
and  conditions contained in the  Performance  Award  Agreement and  in the Data
I/O  Corporation  2000 Stock  Compensation  Incentive   Plan,  as  amended.  For
purposes  of  determining  whether the  Performance  Award Shares  will be paid,
the performance  period shall be Data I/O's  fiscal  years  2006   through  2008
and  the   performance  goal  is   total  revenue  for the  fiscal  year  ending
December 31, 2008 equaling or exceeding $34,694,935.  Upon a change in  control,
shares  will vest 100%. Upon death, disability, or  retirement  shares will vest
prorata  over the  performance period however, still subject to the  performance


                                    Data I/O Corporation

May 26, 2006                        By /s/Joel S. Hatlen
                                    Joel S. Hatlen
                                    Vice President - Finance
                                    Chief Financial Officer
                                    Secretary and Treasurer