UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Changes to NEO Compensation Arrangements
On May 18, 2022, the board of directors of Intevac, Inc. (“Intevac” or the “Company”) granted to the Company’s named executive officers set forth below awards of performance-based restricted stock units (the “PRSU Awards”) covering the following shares of the Company’s common stock:
| Name |
Position |
PRSU Awards (at target performance) |
PRSU Awards (at maximum performance) | |||
| Nigel D. Hunton |
President and Chief Executive Officer | 333,500 | 667,000 | |||
| James Moniz |
Executive Vice President, Finance and Administration, Chief Financial Officer, Secretary and Treasurer | 93,000 | 186,000 |
Mr. Hunton’s PRSU Award had been negotiated and agreed to in connection with his employment agreement, and was subsequently granted, as a material inducement to him accepting employment with the Company. His PRSU Award is subject to the terms and conditions of the Company’s 2022 Inducement Equity Incentive Plan (“Inducement Plan”) and form of PRSU Award agreement thereunder. Mr. Moniz’s PRSU Award is subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) and form of PRSU Award agreement thereunder.
The PRSU Awards are eligible to be earned based on achievement of certain stock prices based on the average closing price of the Company’s stock over a 30-day period (the “Company Stock Price Hurdle”) during a three-year performance period commencing on May 18, 2022 and ending on May 31, 2025 (or earlier, upon a Change in Control as defined below) (the “Performance Period”). The PRSU Awards will vest, if at all, in five possible tranches as indicated in the table below. Each of the five tranches will vest only if the applicable Company Stock Price Hurdle is achieved within the Performance Period, and each tranche may only be achieved once during the Performance Period. If a Company Stock Price Hurdle is not achieved within the Performance Period, the corresponding PRSUs will not vest, and all unvested PRSUs at the end of the Performance Period will immediately be forfeited.
| Tranche |
Company Stock Price Hurdle |
Number of PRSU Awards Eligible to Vest – N. Hunton |
Number of PRSU Awards Eligible to Vest – J. Moniz |
Percentage of Target PRSU Awards Eligible to Vest | ||||
| 0 |
Below $6.00 | 0 | 0 | 0% | ||||
| 1 |
$6.00 | 66,700 | 18,600 | 20% | ||||
| 2 |
$7.00 | 100,050 | 27,900 | 30% | ||||
| 3 |
$8.00 | 166,750 | 46,500 | 50% | ||||
| 4 |
$9.00 | 166,750 | 46,500 | 50% | ||||
| 5 |
$10.00 or greater | 166,750 | 46,500 | 50% |
The amount of PRSUs eligible to vest will not be determined through linear interpolation between tranches, except in connection with a Change in Control (as defined in the Inducement Plan or 2020 Plan, as applicable) where the consideration received for a share by the Company’s stockholders is greater than $8.00 but below $10.00. In the event of a Change in Control, the achievement of the Company Stock Price Hurdle will no longer be measured against the 30-day average described above and instead will be based on the consideration received for a share by the Company’s stockholders in connection with the Change in Control, and the number of PRSUs that will be eligible to vest will be based on such achievement, using linear interpolation between levels or, if greater, 50% of the PRSU Awards (at maximum performance). All vested PRSU Awards will be issued as soon as reasonably practicable following vesting.
The foregoing summary is qualified in its entirety by reference to the full text of the form of PRSU Award agreement under the Inducement Plan and form of PRSU Award agreement under the 2020 Plan, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated by reference herein.
In addition, on May 18, 2022, the Company’s board of directors granted to Mr. Moniz an award of restricted stock units (the “RSU Award”) covering 43,800 shares of the Company’s common stock. The RSU Award is scheduled to vest in equal annual installments over three years from the grant date, subject to the Mr. Moniz’s continued service through the applicable vesting date.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 18, 2022, Intevac held its 2022 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 |
17,502,331 | 512,280 | 3,745 | 4,194,257 | ||||
| Nigel D. Hunton |
17,711,645 | 302,899 | 3,812 | 4,194,257 | ||||
| Kevin D. Barber |
17,699,264 | 315,347 | 3,745 | 4,194,257 | ||||
| Dorothy D. Hayes |
17,614,690 | 400,541 | 3,125 | 4,194,257 | ||||
| Michele F. Klein |
17,544,484 | 470,227 | 3,645 | 4,194,257 | ||||
| Mark P. Popovich |
17,582,785 | 430,826 | 4,745 | 4,194,257 |
Proposal 2: 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 31, 2022.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 22,143,198 |
66,286 | 3,129 | — |
Proposal 3: 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 | |||
| 15,271,253 |
2,631,683 | 115,420 | 4,194,257 |
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 10.1 | Form of PRSU Award Agreement (Company Stock Price Hurdle) under the 2022 Inducement Equity Incentive Plan | |
| 10.2 | Form of PRSU Award Agreement (Company Stock Price Hurdle) under the 2020 Equity Incentive Plan | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) | |
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.
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INTEVAC, INC. | |||||
| Date: May 19, 2022 |
/s/ JAMES MONIZ | |||||
| James Moniz | ||||||
| Executive Vice President, Finance and Administration, | ||||||
| Chief Financial Officer, Secretary and Treasurer | ||||||