UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.02. Termination of a Material Definitive Agreement.
As reported under in a Form 8-K filed on April 27, 2020, on April 22, 2020, Kopin Corporation (the “Company”) received the proceeds from a loan in the amount of approximately $2.1 million (the “PPP Loan”) from Rockland Trust Company, as lender, pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).
On May 18, 2020, the Company voluntarily terminated the PPP Loan and repaid the PPP Loan proceeds of $2.1 million. Although the Company believes, in good faith, it qualified for the PPP Loan under then-available regulations, the Company’s decision to terminate was based on additional recently-issued guidance from the Small Business Administration. There were no prepayment penalties in connection with the voluntary termination.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders of the Company held on May 20, 2020 (the “Annual Meeting”), stockholders of the Company approved the Kopin Corporation 2020 Equity Incentive Plan (the “2020 EIP”). The 2020 EIP is a long-term incentive plan pursuant to which awards may be granted to employees, including executive officers, consultants, independent contractors and non-employee directors of the Company and its affiliates, including options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, and other awards. The 2020 EIP was adopted principally to serve as a successor plan to the Kopin Corporation 2010 Equity Incentive Plan. Unless terminated sooner by the Company’s Board of Directors (the “Board”) or extended with stockholder approval, the 2020 EIP will terminate on the day immediately preceding the tenth anniversary of the effective date of the 2020 EIP. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the 2020 EIP subsequent to the Annual Meeting because the grant and payment of such awards is subject to the discretion of the Compensation Committee of the Board. The summary of the 2020 EIP is qualified in its entirety by reference to the full text of the 2020 EIP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on May 20, 2020. The following matters were acted upon:
1. ELECTION OF DIRECTORS
John C.C. Fan, Scott Anchin, James K. Brewington, David E. Brook, Morton Collins, Chi Chia Hsieh and Richard H. Osgood were all elected to serve as directors of the Company each for a term expiring at the Company’s 2021 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 | 35,133,415 | 1,981,010 | 92,534 | 26,162,941 | ||||||||||||
| Scott Anchin | 35,462,207 | 1,586,032 | 158,720 | 26,162,941 | ||||||||||||
| James K. Brewington | 34,685,635 | 2,363,588 | 157,736 | 26,162,941 | ||||||||||||
| David E. Brook | 33,311,884 | 3,736,618 | 158,457 | 26,162,941 | ||||||||||||
| Morton Collins | 33,129,756 | 3,919,291 | 157,912 | 26,162,941 | ||||||||||||
| Chi Chia Hsieh | 30,083,177 | 6,961,374 | 162,408 | 26,162,941 | ||||||||||||
| Richard H. Osgood | 33,152,648 | 3,734,261 | 320,050 | 26,162,941 | ||||||||||||
2. RATIFICATION OF THE COMPANY’S 2020 EQUITY INCENTIVE PLAN.
A proposal to approve the Company’s 2020 Equity Incentive Plan was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 26,212,145 | 10,352,213 | 642,601 | 26,162,941 | |||||||||||
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 | |||||||||||
| 58,662,060 | 3,181,708 | 1,526,132 | 0 | |||||||||||
3. 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 | |||||||||||
| 31,943,842 | 4,301,321 | 961,796 | 26,162,941 | |||||||||||
Item 9.01 Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Kopin Corporation 2020 Equity Incentive Plan |
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 CORPORATION | ||
| Dated: | May 20, 2020 | /s/ Richard A. Sneider |
| Richard A. Sneider | ||
| Treasurer and Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |