8-K

EVERSPIN TECHNOLOGIES INC. (MRAM)

8-K 2022-05-27 For: 2022-05-25
View Original
Added on April 06, 2026

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 25, 2022

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)
--- ---
¨ 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 25, 2022, Everspin Technologies, Inc. (the “Company”) held its 2022 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: (1) for or withheld with respect to the election of directors; (2) for, against or abstain for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; (3) for, against or abstain for the approval, on an advisory basis, of the compensation of the Company’s named executive officers (“Say-on-Pay”); and (4) with respect to the option of one year, two years or three years for the advisory vote on the frequency of future Say-on-Pay votes (“Say-on-Frequency”). Broker non-votes are also reported below, as applicable. The voting results of each of these proposals, which were described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 11, 2022, are set forth below.

Proposal 1: Each of the six directors proposed by the Company for re-election was elected by the following votes to serve until the Company’s<br>2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until the director’s death,<br>resignation or removal. The tabulation of votes on this matter was as follows:
Director Nominee For Withheld Broker Non-Votes
--- --- --- ---
Glen Hawk 10,623,077 73,254 3,660,378
Tara Long 10,626,873 69,458 3,660,378
Lawrence G. Finch 8,637,085 2,059,246 3,660,378
Geoffrey Ribar 8,731,643 1,964,688 3,660,378
Darin Billerbeck 10,572,548 123,783 3,660,378
Sanjeev Aggarwal, Ph.D. 10,619,758 76,573 3,660,378
Proposal 2: The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year<br>ending December 31, 2022 was ratified. The tabulation of votes on this matter was as follows:
--- ---
For Against Abstain Broker Non-Votes
--- --- --- --- --- --- --- ---
14,103,620 218,612 34,477
Proposal 3: The Say-on-Pay advisory vote was approved. The tabulation of votes on this matter was as follows:
--- ---
For Against Abstain Broker Non-Votes
--- --- --- --- --- --- --- ---
10,483,276 144,115 68,940 3,660,378
Proposal 4: The option of one year received a plurality of the votes cast for the Say-on-Frequency advisory vote. The tabulation of votes on this<br>matter was as follows:
--- ---
1 Year 2 Years 3 Years Abstain Broker Non-Votes
--- --- --- --- --- --- --- --- --- ---
6,581,115 1,644,216 2,421,446 49,554 3,660,378

Disclosure Regarding Frequency of Future Say-on-Pay Votes

Based on the voting results for Proposal 4, the Company’s board of directors has determined to hold future Say-on-Pay advisory votes every year until the next required Say-on-Frequency advisory vote.

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 27, 2022
By: /s/ Anuj Aggarwal
Anuj Aggarwal
Chief Financial Officer