Kopin Corporation

06/30/2025 | Press release | Distributed by Public on 06/30/2025 14:52

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 26, 2025, Kopin Corporation (the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to increase the number of authorized shares of the Company's common stock, par value $0.01 per share, from 200,000,000 shares to 275,000,000 shares (the "Amendment").

The Company's Board of Directors previously approved the Amendment, subject to shareholder approval at the Annual Meeting. On June 27, 2025, the Company filed a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing.

The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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

At the Annual Meeting, the following matters were acted upon:

1. ELECTION OF DIRECTORS

Jill J. Avery, Michael Murray, David Nieuwsma, Margaret Seif and Paul Walsh Jr. were all elected to serve as directors of the Company each for a term expiring at the Company's 2026 Annual Meeting and until their successors are duly elected and qualified.

The results of the election of directors are below.

Nominee Votes For Votes Against Abstentions Broker Non-Votes
Jill J. Avery 59,984,985 1,088,719 667,800 45,822,445
Michael Murray 60,599,248 623,939 518,317 45,822,445
David Nieuwsma 60,384,987 693,835 662,682 45,822,445
Margaret Seif 59,845,811 1,241,688 654,005 45,822,445
Paul Walsh Jr. 60,418,672 661,931 660,901 45,822,445

2. APPROVAL OF AN AMENDMENT TO THE 2020 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2020 EQUITY INCENTIVE PLAN.

A proposal to ratify an amendment to the Company's 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan from 14,000,000 to 19,000,000 was approved by the following votes:

Votes For Votes Against Abstain Broker Non-Votes
58,190,875 2,933,389 617,240 45,822,445

3. PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

A proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized common shares from 200,000,000 to 275,000,000 was approved by the following votes:

Votes For Votes Against Abstain Broker Non-Votes
97,742,491 9,257,493 563,965 -

4. RATIFICATION OF APPOINTMENT OF BDO USA, P.C.AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 27, 2025.

A proposal to ratify the appointment of BDO USA, P.C as the independent registered public accounting firm of the Company for the current fiscal year was approved by the following votes:

Votes For Votes Against Abstain Broker Non-Votes
104,656,675 2,017,024 890,250 -

5. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

An advisory vote to approve the compensation of the Company's named executive officers was approved by the following votes:

Votes For Votes Against Abstain Broker Non-Votes
58,245,255 1,951,856 1,544,393 45,822,445
Kopin Corporation published this content on June 30, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on June 30, 2025 at 20:52 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]