FORM 8-K
Formfactor Inc (FORM)
8-K
2024-05-23
For: 2024-05-17
View Original
Added on
April 07, 2026
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 17, 2024
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code: (925 ) 290-4000
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 (see General Instruction A.2. below):
Securities registered pursuant to Section12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||
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).
☐ 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.
FormFactor, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 17, 2024, online via live webcast. At the Annual Meeting, the Company’s stockholders voted on the following three (3) proposals and cast their votes as follows:
Proposal 1: Election of directors to the Company’s Board of Directors, each to serve on the Company’s Board for a term of one year or until their successor has been elected and qualified or until their earlier death, resignation or removal. The director nominees were:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Kevin Brewer | 69,749,263 | 74,070 | 180,087 | 4,142,849 | ||||||||||||||||||||||
| Rebeca Obregon-Jimenez | 69,621,971 | 202,355 | 179,094 | 4,142,849 | ||||||||||||||||||||||
| Sheri Rhodes | 69,602,272 | 216,293 | 184,855 | 4,142,849 | ||||||||||||||||||||||
| Michael D. Slessor | 69,607,907 | 228,285 | 167,228 | 4,142,849 | ||||||||||||||||||||||
| Thomas St. Dennis | 66,482,175 | 3,342,570 | 178,675 | 4,142,849 | ||||||||||||||||||||||
| Kelley Steven-Waiss | 69,099,403 | 724,910 | 179,107 | 4,142,849 | ||||||||||||||||||||||
| Jorge Titinger | 63,030,264 | 6,782,709 | 190,447 | 4,142,849 | ||||||||||||||||||||||
| Brian White | 69,362,563 | 461,248 | 179,609 | 4,142,849 | ||||||||||||||||||||||
Each director nominee was elected a director of the Company. Following the Annual Meeting, the membership of the Company’s board of directors comprises Thomas St. Dennis*, Michael D. Slessor, Kevin Brewer(1)(3), Rebeca Obregon-Jimenez(2), Sheri Rhodes(3), Kelley Steven-Waiss(1)(2), Jorge Titinger(1)(2), and Brian White(1)(3).
* Chairperson of the Board of Directors.
(1) Current member of the Governance and Nominating Committee with Mr. Titinger as Chairperson.
(2) Current member of the Compensation Committee with Ms. Steven-Waiss as Chairperson.
(3) Current member of the Audit Committee with Mr. White as Chairperson.
Proposal 2: Non-binding advisory vote to approve the Company's executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 68,160,393 | 1,657,711 | 185,316 | 4,142,849 | |||||||||||||||||
The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting.
Proposal 3: Ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2024:
| For | Against | Abstain | ||||||||||||
| 71,169,574 | 2,793,101 | 183,594 | ||||||||||||
This proposal was approved.
SIGNATURE
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.
FORMFACTOR, INC. | ||||||||||||||
| Date: | May 22, 2024 | By: | /s/ Alan Chan | |||||||||||
| Name: | Alan Chan | |||||||||||||
| Title: | Senior Vice President, | |||||||||||||
General Counsel and Secretary | ||||||||||||||