UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~Pursuant~~Date toof ~~Section~~Report ~~13 OR 15~~(d)Date of ~~The~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~December of1, ~~1934~~2011

~~Date~~DIGITILITI, ~~of Report~~ INC. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~November~~in ~~15,~~its ~~2011~~charter)

DIGITILITI, INC.

(Exact name of registrant as specified in its charter)




DELAWARE	000-53235	26-1408538
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

266 EAST 7TH STREET, 4TH FLOORSAINT PAUL, MINNESOTA		55,101
266 EAST 7TH STREET, 4TH FLOOR SAINT PAUL, MINNESOTA		55101
(Address of Principal Executive Offices)		(Zip Code)

Registrant'’s telephone number, including area code: (651) 925-3200

(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))

oSection ~~Soliciting~~5 ~~material~~– ~~pursuant~~Corporate toGovernance ~~Rule~~and ~~14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Management

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))

Section 5 - Corporate Governance and Management

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

(b) ~~Effective~~On December 1, 2011, ~~Jack~~Kedar BR. ~~Scheetz~~Belhe ~~will~~provided ~~resign~~notice asto the ~~Interim~~Company ~~President~~reflecting ~~and~~his ~~Chief~~resignation ~~Executive~~as ~~Officer~~a member of ~~Digitiliti, Inc. (~~the “Company”)’s asBoard ~~contemplated~~of byDirectors ~~his~~in ~~employment~~order ~~agreement~~to pursue unrelated business opportunities, a copy of which ~~provides~~is ~~that~~filed Mras Exhibit 10.1 ~~Scheetz~~to ~~would~~this ~~execute~~Current ~~the~~Report ~~responsibilities~~on ofForm ~~President~~8-K and ~~CEO~~is ~~until~~incorporated ~~the~~herein ~~Company's~~by ~~hired~~reference. ~~and~~Mr. ~~employed~~Belhe ahad ~~new~~no ~~president~~disagreements ~~and~~with ~~CEO.~~the ~~Mr.~~Company ~~Scheetz~~and ~~will~~his ~~remain~~contributions as a member of the Company'’s Board of Directors, ~~and~~have ~~plans~~been toa ~~have~~great avalue ~~continuing~~to ~~active~~the ~~role~~Company. Mr. ~~with~~Belhe’s resignation from the Company’s inBoard ~~its~~of ~~strategic~~Directors ~~developments~~includes the resignation of his Chairmanship of the Compensation Committee and his membership on the Nominating and Governance Committee. Mr. Belhe has approved this filing.

(cb) Effective December 1, 2011, ~~David~~and ~~Macey,~~in ~~will~~accordance ~~become~~with the ~~President~~terms ~~and Chief Executive Officer~~ of the ~~Company. Mr.~~Junior ~~Macey~~Secured ~~has~~Convertible ~~served~~Promissory asNote ~~Chief~~and ~~Executive~~Warrant ~~Officer~~Purchase ofAgreement ~~SwiftKnowledge, Inc. since 2010. Swiftknowledge is a global provider of web-based business intelligence~~ (BI“Purchase Agreement”) ~~software~~entered ~~that~~into ~~offered~~on ~~the~~June ~~only cloud computing-based suite designed for the financial industry. From 2008 until the sale of McAfee~~28, ~~Inc.~~2011 inbetween ~~2010~~Digitiliti, ~~Mr. Macey served as vice president and general manager of McAfee~~ Inc.'s ~~industry-leading, $300 million Web and Email Security business unit, where he grew~~ (the ~~business~~“Company”) ~~unit's revenue by 19 percent year-over-year~~ and ~~was~~certain ~~responsible~~Investors ~~for its engineering~~(“Investors”), ~~product~~Jack ~~management and product marketing functions~~B. ~~During~~Scheetz ~~2008,~~resigned ~~Mr. Macey served~~ as ~~vice president and general manager of~~ the ~~$100~~Company’s ~~million~~Interim ~~Secure~~President ~~Web~~and ~~Gateway~~Chief ~~division~~Executive ~~of Secure Computing~~Officer, ~~where~~as hecontemplated ~~increased the division's revenue~~ by ~~45 percent year-over-year, achieved top market share in the web security appliance segment for International Data Corp~~Mr.'s ~~2008~~Scheetz ~~ranking,~~employment ~~and implemented new product development and quality assurance processes~~agreement. ~~Secure Computng was sold to McAfee in 2008. From 2003 to 2007,~~ Mr. ~~Macey~~Scheetz ~~served~~will asremain ~~vice~~a ~~president~~member of ~~enterprise~~the ~~content~~Company’s ~~management~~Board ~~sales at Oracle Corp. and executive vice president~~ of ~~international~~Directors operations at Stellent, Inc. - which was acquired by Oracle in March 2007 - where he grew international sales by more than 100 percent during a 36-month period. Before joining Stellent, Mr. Macey was the chairman and ~~chief~~plans ~~technology~~to ~~officer~~have ~~for Millennium Communications Corp.,~~ a ~~regional~~continuing ~~U.S.~~active ~~Internet services provider. Overall, Mr. Macey brings more than 17 years of industry experience to his~~ role aswith ~~President~~the ~~and~~Company ~~CEO~~in ofits ~~the~~strategic ~~Company~~developments.

In(c) ~~connection~~Effective ~~with~~December ~~his~~1, ~~appointment~~2011, ~~Mr.~~David Macey ~~and~~became the Company’s ~~executed~~President aand ~~Term~~Chief ~~Sheet~~Executive ~~that~~Officer ~~identifies~~and ~~material~~was ~~terms~~elected to bethe ~~included~~Company’s inBoard ~~his~~of ~~Employment~~Directors. Mr. ~~Agreement~~Macey ~~that~~served as Chief Executive Officer of SwiftKnowledge, Inc. since 2010. SwiftKnowledge is ~~expected~~a toglobal beprovider ~~executed~~of ~~prior~~web-based tobusiness ~~December~~intelligence 1,(BI) ~~2011~~software that offered the only cloud computing-based suite designed for the financial industry. ~~Under~~From 2008 until the ~~terms~~sale of ~~the~~McAfee, ~~Term~~Inc. ~~Sheet~~in 2010, Mr. Macey ~~will~~served ~~receive~~as avice ~~base~~president ~~salary~~and general manager of ~~$190~~McAfee Inc.’s industry-leading,~~000~~ ~~per~~$300 ~~year~~million Web and isEmail ~~eligible~~Security tobusiness ~~receive~~unit, ~~performance~~where ~~incentive~~he ~~bonuses~~grew ofthe upbusiness tounit’s ~~$120,000~~revenue ~~during~~by ~~2012,~~19 ~~along~~percent ~~with~~year-over-year ~~discretionary~~and ~~performance~~was ~~bonuses~~responsible asfor ~~determined~~its byengineering, ~~the~~product ~~Company's~~management ~~Compensation~~and ~~Committee~~product marketing functions. In ~~addition~~During 2008, Mr. Macey ~~will~~served beas ~~granted~~vice anpresident ~~option~~and ongeneral ~~December~~manager ~~31,~~of ~~2011,~~the to$100 ~~purchase~~million ~~4,000,000~~Secure ~~shares~~Web Gateway division of Secure Computing, where he increased the ~~Company'~~division’s ~~common~~revenue ~~stock~~by ~~with~~45 ~~the~~percent ~~exercise~~year-over-year, ~~price~~achieved ~~equaling~~top market share in the ~~closing~~web ~~price~~security ofappliance ~~the~~segment ~~Company's~~for ~~common~~International ~~stock~~Data onCorp.’s ~~December~~2008 31ranking, ~~2011~~and ~~that~~implemented ~~will~~new ~~vest~~product ~~ratably~~development asand quality assurance processes. Secure Computing was sold to ~~one-third~~McAfee ~~(1/3rd)~~in on2008. onFrom ~~December~~2003 ~~31,~~to ~~2011~~2007, ~~one-third~~Mr. ~~(1/3rd)~~Macey onserved ~~December~~as ~~31,~~vice ~~2012~~president ~~and~~of ~~one-third~~enterprise ~~(1/3rd)~~content onmanagement ~~December~~sales ~~31,~~at ~~2013.~~Oracle MrCorp. ~~Macey~~and ~~will~~executive ~~also~~vice bepresident ~~granted~~of oninternational ~~option~~operations onat ~~December 31~~Stellent, ~~2011~~Inc. to– ~~purchase~~which ~~6,000,000~~was ~~shares~~acquired ofby ~~common~~Oracle ~~stock~~in ~~“Performance~~March ~~Options”~~2007 ~~that~~– ~~will~~where ~~vest~~he ~~ratably~~grew asinternational tosales ~~one-third~~by ~~(1/3rd)~~more onthan ~~December~~100 ~~31,~~percent ~~2012,~~during ~~one~~a 36-~~third~~month ~~(1/3rd)~~period. onBefore ~~December~~joining 31Stellent, ~~2013~~Mr. ~~and~~Macey ~~one-third~~was ~~(1/3rd)~~the onchairman ~~December~~and ~~31,~~chief ~~2014.~~technology ~~The~~officer ~~vesting~~for ofMillennium ~~these~~Communications ~~performance~~Corp., ~~options~~a ~~are~~regional ~~conditioned~~U.S. onInternet services provider. Overall, Mr. Macey ~~meeting~~brings ormore ~~exceeding~~than ~~certain~~17 ~~revenue~~years ~~targets~~of toindustry beexperience ~~agreed~~ to ~~between~~his ~~Mr.~~role ~~Macey~~as President and ~~the~~CEO ~~Company's Board~~ of ~~Directors.~~the Company.

~~Additional~~In ~~terms~~connection with his appointment, Mr. Macey and the Company executed an Employment Agreement that identifies a base salary of $190,000 per year along with the opportunity to receive performance incentive bonuses of up to $120,000 during 2012, along with discretionary performance bonuses as determined by the Company’s Compensation Committee. In addition, Mr. Macey' will be granted an option on December 31, 2011, to purchase 4,000,000 shares of the Company’s ~~employment~~common stock with the exercise price equaling the closing price of the Company’s common stock on December 31, 2011 that will vest ratably as to one-third (1/3rd) on on December 31, 2011, one-third (1/3rd) on December 31, 2012 and one-third (1/3rd) on December 31, 2013. Mr. Macey will also be ~~documented~~granted inon option on December 31, 2011 to purchase 6,000,000 shares of common stock “Performance Options” that will vest ratably as to one-third (1/3rd) on December 31, 2012, one-third (1/3rd) on December 31, 2013 and one-third (1/3rd) on December 31, 2014. The vesting of these performance options are conditioned on Mr. Macey meeting or exceeding certain revenue targets to be agreed to between Mr. Macey and the ~~Employment~~Company’s ~~Agreement~~Board of Directors.

~~The~~Additional ~~foregoing~~terms ~~description~~ of ~~the~~Mr. ~~Term~~Macey’s ~~Sheet~~employment ~~does~~are ~~not~~documented ~~purport to be complete and is qualified~~ in ~~its~~his ~~entirety~~Employment ~~by reference to the complete text of the Term Sheet, a copy of which is filed as Exhibit 10~~Agreement.1 ~~to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~On November~~The ~~16,~~foregoing ~~2011,~~description ~~the Company issued a press release announcing the appointment~~ of ~~Mr. Macey. A copy of~~ the ~~press~~Employment ~~release~~Agreement isdoes ~~attached~~not ~~hereto~~purport asto ~~Exhibit~~be ~~99.1,~~complete ~~which~~and is ~~being~~qualified ~~furnished~~in ~~and~~its ~~shall~~entirety ~~not~~by bereference ~~deemed~~to ~~“filed” for~~ the ~~purposes~~complete oftext ~~Section 18~~ of the ~~Securities~~Employment ~~Exchange Act of 1934~~Agreement, asa ~~amended,~~copy ~~or otherwise subject to the liabilities~~ of ~~that~~which ~~section.~~is ~~The~~filed ~~information~~as in Exhibit 9910.12 ~~shall~~to ~~not~~this beCurrent ~~incorporated~~Report byon ~~reference~~Form ~~into~~8-K ~~any~~and ~~filing~~is ~~under~~incorporated ~~the~~herein ~~Securities Exchange Act of 1934 or the Securities Act of 1933. as amended, except as expressly set forth~~ by ~~specific~~ reference ~~in such a filing~~.

Section 5 - Corporate Governance and Management

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

The Company held its annual meeting of stockholders on November 15, 2011. At the meeting, the stockholders approved all of the following proposals set forth in the Definitive Proxy Statement on Form DEF 14A filed with the SEC on October 4, 2011:

1. Election of four directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. The results of the votes to elect the four directors was as follows:

Name	Votes For	Votes Withheld	Broker Non-Votes
Jack B. Scheetz	38,623,237	179,829	2,813,583
Kent O. Lillemoe	38,623,437	179,629	2,813,583
Kedar R. Belhe	13,693,752	25,109,314	2,813,583
David F. Dalvey	38,583,437	219,629	2,813,583

2. Approval of the amendment to our Certificate of Incorporation to increase the number of authorized shares from 135,000,000 to 200,000,000 shares and allocate the additional shares as common stock. The proposal was approved based on the following votes:

Votes for approval		41,192,986
Votes against		5,152,643
Abstentions		165,867
Broker non-votes		10,562,013

3. Ratification of appointment of Malone and Bailey, LP to serve as the independent registered public accounting firm for the year ending December 31, 2011. The proposal was approved based on the following votes:

Votes for approval		46,394,390
Votes against		3,537
Abstentions		128,571
Broker non-votes		none

Section 9- Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

10.1 ~~Term~~Effective ~~Sheet~~December ~~dated November 15~~1, 2011, ~~between~~Mr. ~~David~~Kedar ~~Macey~~Belhe resigned from the Company’s Board of Directors and ~~Digitiliti,~~associated ~~Inc~~Committees.

9910.12 ~~Press~~Employment ~~Release~~Agreement ofdated ~~Digitiliti~~December 1, ~~Inc.~~2011, ~~dated~~between ~~November~~David 16Macey and Digitiliti, ~~2011~~Inc.

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.

DIGITILITI, INC.

Date: ~~November~~December 186, 2011

By: /s/ William McDonald Name: William McDonald Title: Chief Financial Officer

Name: William McDonald

Title: Chief Financial Officer

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