8-K
KOPIN CORP (KOPN)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Dateof Report (Date of Earliest Event Reported) May 26, 2022
KOPIN
CORPORATION
(ExactName of Registrant as Specified in Charter)
| Delaware | 000-19882 | 04-2833935 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
125North Drive, Westborough, MA 01581
(Addressof Principal Executive Offices) (Zip Code)
(508)870-5959
(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 (see General Instruction A.2 below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.01 | KOPN | Nasdaq<br> Capital Market |
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. ☐
Item5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of Kopin Corporation (the “Company”) was held on May 26, 2022. The following matters were acted upon:
1.
ELECTION OF DIRECTORS
John C.C. Fan, Scott L. Anchin, James K. Brewington, David E. Brook, Chi Chia Hsieh and Jill J. Avery were all elected to serve as directors of the Company each for a term expiring at the Company’s 2023 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 | ||||
|---|---|---|---|---|---|---|---|---|
| John C.C. Fan | 33,875,454 | 941,875 | 114,186 | 20,577,727 | ||||
| Scott L. Anchin | 34,034,369 | 750,726 | 146,330 | 20,577,727 | ||||
| James K. Brewington | 29,581,066 | 5,202,515 | 147,844 | 20,577,727 | ||||
| David E. Brook | 26,083,246 | 8,700,538 | 147,641 | 20,577,727 | ||||
| Chi Chia Hsieh | 17,584,837 | 17,168,462 | 178,126 | 20,577,727 | ||||
| Jill J. Avery | 34,052,450 | 718,987 | 159,988 | 20,577,727 |
2.
RATIFICATION OF AN INCREASE IN 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 5,500,000 to 10,000,000 was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| 32,529,745 | 2,203,304 | 198,376 | 20,577,727 |
3.
RATIFICATION OF APPOINTMENT OF RSM US LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE CURRENT FISCAL YEAR.
A proposal to ratify the appointment of RSM US LLP 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 | |||
|---|---|---|---|---|---|---|
| 54,358,472 | 760,799 | 389,881 | — |
4.
AN ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION.
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 | |||
|---|---|---|---|---|---|---|
| 32,034,245 | 2,608,227 | 288,953 | 20,577,727 |
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.
| KOPIN<br> CORPORATION | ||
|---|---|---|
| Dated:<br> May 31, 2022 | By: | /s/ Richard A. Sneider |
| Richard<br> A. Sneider | ||
| Treasurer<br> and Chief Financial Officer | ||
| (Principal<br> Financial and Accounting Officer) |