UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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) |
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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Amended Employee Stock Purchase Plan and Amended Equity Incentive Plan
On May 15, 2024, the stockholders of Intevac, Inc. (“Intevac”) approved the amended Intevac 2003 Employee Stock Purchase Plan (the “2003 ESPP”). A description of the material terms of the 2003 ESPP is incorporated by reference to “Proposal Two—Approval of the Amended Intevac 2003 Employee Stock Purchase Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 300,000 Shares” contained in Intevac’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2024 (the “Proxy Statement”).
On May 15, 2024, Intevac’s stockholders also approved the amended Intevac 2020 Equity Incentive Plan (the “2020 EIP”). A description of the material terms of the 2020 EIP is incorporated by reference to “Proposal Three—Approval of the Amended Intevac 2020 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 900,000 Shares” contained in the Proxy Statement.
The 2003 ESPP and the 2020 EIP are attached as Appendix A and Appendix B, respectively, to the Proxy Statement and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 15, 2024, Intevac held its 2024 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 |
19,640,356 | 1,622,008 | 6,955 | 3,468,600 | ||||
| Nigel D. Hunton |
21,157,766 | 104,598 | 6,955 | 3,468,600 | ||||
| Kevin D. Barber |
21,158,034 | 104,330 | 6,955 | 3,468,600 | ||||
| Dorothy D. Hayes |
21,089,677 | 172,687 | 6,955 | 3,468,600 | ||||
| Michele F. Klein |
20,961,426 | 300,938 | 6,955 | 3,468,600 |
Proposal 2: Approval of the Amended Intevac 2003 Employee Stock Purchase Plan
Intevac’s stockholders approved the amended Intevac 2003 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 300,000 shares.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 20,975,462 | 286,588 | 7,269 | 3,468,600 |
Proposal 3: Approval of the Amended Intevac 2020 Equity Incentive Plan
Intevac’s stockholders approved the amended Intevac 2020 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 900,000 shares.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 16,978,203 | 4,282,504 | 8,612 | 3,468,600 |
Proposal 4: 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 28, 2024.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 24,667,081 | 66,842 | 3,996 | — |
Proposal 5: 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 | |||
| 20,915,733 | 286,195 | 67,391 | 3,468,600 |
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.
| INTEVAC, INC. | ||||||
| Date: May 17, 2024 | /s/ KEVIN SOULSBY | |||||
| Kevin Soulsby | ||||||
| Interim Chief Financial Officer, Secretary and Treasurer | ||||||
Document and Entity Information |
May 15, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | INTEVAC INC |
| Amendment Flag | false |
| Entity Central Index Key | 0001001902 |
| Document Type | 8-K |
| Document Period End Date | May 15, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 0-26946 |
| Entity Tax Identification Number | 94-3125814 |
| Entity Address, Address Line One | 3560 Bassett Street |
| Entity Address, City or Town | Santa Clara |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95054 |
| City Area Code | (408) |
| Local Phone Number | 986-9888 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock ($0.001 par value) |
| Trading Symbol | IVAC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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