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
May 17, 2023
Date of Report (date of earliest event reported)
(Exact name of Registrant as specified in its charter)
| State of Delaware | 0-26946 | 94-3125814 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
3560 Bassett Street
Santa Clara, CA 95054
(Address of principal executive offices)
(408) 986-9888
(Registrant’s telephone number, including area code)
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Common Stock ($0.001 par value) | IVAC | The Nasdaq Stock Market LLC (Nasdaq) Global Select |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 17, 2023, Intevac held its 2023 annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the results of such voting are set forth below:
Proposal 1: Election of Directors
Intevac’s stockholders elected the nominees listed below to serve on Intevac’s board of directors.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| David S. Dury |
17,353,459 | 452,634 | 652,039 | 4,139,483 | ||||
| Nigel D. Hunton |
17,426,934 | 182,906 | 848,292 | 4,139,483 | ||||
| Kevin D. Barber |
17,053,360 | 752,733 | 652,039 | 4,139,483 | ||||
| Dorothy D. Hayes |
17,619,687 | 186,406 | 652,039 | 4,139,483 | ||||
| Michele F. Klein |
17,529,494 | 276,599 | 652,039 | 4,139,483 |
Proposal 2: Approval of the Amended Intevac 2003 Employee Stock Purchase Plan to Increase the Number of Shares of Common Stock Reserved for Issuance thereunder by 300,000 Shares
Intevac’s stockholders approved the amended Intevac 2003 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 300,000 shares.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 17,456,034 | 336,624 | 665,474 | 4,139,483 |
Proposal 3: Approval of the Amended Intevac 2020 Equity Incentive Plan to Increase the Number of Shares of Common Stock Reserved for Issuance thereunder by 850,000 Shares
Intevac’s stockholders approved the amended Intevac 2020 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 850,000 shares.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 16,486,549 | 1,298,809 | 672,774 | 4,139,483 |
Proposal 4: Ratification of Appointment of Independent Auditors
Intevac’s stockholders ratified the appointment of BPM LLP as Intevac’s independent public accountants for the fiscal year ending December 30, 2023.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 21,873,400 | 61,541 | 662,674 | — |
Proposal 5: Advisory Approval of Named Executive Officer Compensation
Intevac’s stockholders approved, on a non-binding, advisory basis, the compensation of Intevac’s named executive officers.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 10,767,902 | 4,338,799 | 3,351,431 | 4,139,483 |
Proposal 6: Advisory Approval of Frequency of Votes on Compensation of Named Executive Officers.
Intevac’s stockholders approved, on a non-binding, advisory basis, the 1-Year frequency of future votes on the compensation of named executive officers.
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.
| INTEVAC, INC. | ||||||
| Date: May 19, 2023 | /s/ JAMES MONIZ | |||||
| James Moniz | ||||||
| Executive Vice President, Finance and Administration, | ||||||
| Chief Financial Officer, Secretary and Treasurer | ||||||