8-K - MRAM - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13or 15(d)

of the SecuritiesExchange Act of 1934

Date of Report (Dateof earliest event reported): May 23, 2024

Everspin

Technologies, Inc.

(Exact name ofregistrant as specified in its charter)

Delaware	001-37900	26-2640654
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

5670W. Chandler Blvd., **** Suite130

Chandler, Arizona 85226

(Address of principalexecutive offices, including zip code)

(480) 347-1111

(Registrant’stelephone number, including area code)

Not Applicable

(Former name orformer 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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	MRAM	The Nasdaq Stock Market LLC

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 23, 2024, Everspin Technologies, Inc. (“Everspin”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast: (a) for or withheld with respect to the election of directors; (b) for, against or abstain for the ratification of the appointment of Ernst & Young LLP as Everspin’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (c) for, against or abstain for the approval, on an advisory basis, of the compensation of Everspin’s named executive officers, commonly known as a “say-on-pay” proposal. Broker non-votes are also reported. A more complete description of each matter is set forth in Everspin’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2024.

Proposal 1:	Each of the seven directors proposed by Everspin for election was elected by the following votes to serve until Everspin’s 2025 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified. The tabulation of votes on this matter was as follows:
	For	Withheld	Broker<br> Non-Votes
---	---	---	---
Darin G. Billerbeck	10,285,804	123,491	3,760,345
Geoffrey Ribar	9,965,389	443,906	3,760,345
Lawrence G. Finch	9,878,350	530,945	3,760,345
Sanjeev Aggarwal, Ph.D.	10,324,538	84,757	3,760,345
Tara Long	7,129,830	3,279,465	3,760,345
Glen Hawk	10,169,127	240,168	3,760,345
Douglas Mitchell	10,326,291	83,004	3,760,345
Proposal 2:	The appointment of Ernst & Young LLP as Everspin’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified. The tabulation of votes on this matter was as follows:
---	---
For	Against	Abstain	Broker <br>Non-Votes
---	---	---	---
13,950,084	193,104	26,452	-
Proposal 3:	The advisory vote to approve the compensation of Everspin’s named executive officers was approved. The tabulation of votes on this matter was as follows:
---	---
For	Against	Abstain	Broker <br>Non-Votes
---	---	---	---
9,973,328	262,783	173,184	3,760,345

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.

	Everspin Technologies, Inc.
Dated: May 28,<br> 2024	By:	/s/<br> Anuj Aggarwal
		Anuj Aggarwal
		Chief Financial Officer