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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported) May 26, 2021

 

KOPIN CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware   000-19882   04-2833935

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

125 North Drive, Westborough, MA 01581

(Address of Principal Executive Offices) (Zip Code)

 

(508) 870-5959

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former 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 (see General Instruction A.2 below):

 

  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))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $0.01   KOPN   Nasdaq Capital Market

 

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.

 

The annual meeting of stockholders of Kopin Corporation (the “Company”) was held on May 26, 2021. 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 Jill Avery were all elected to serve as directors of the Company each for a term expiring at the Company’s 2022 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   32,958,064    525,464    320,845    23,028,420 
Scott Anchin   33,053,323    235,407    515,643    23,028,420 
James K. Brewington   31,555,560    1,870,131    378,682    23,028,420 
David E. Brook   29,538,191    3,729,325    536,857    23,028,420 
Morton Collins   32,130,528    1,095,842    578,003    23,028,420 
Chi Chia Hsieh   27,712,314    5,722,724    369,335    23,028,420 
Jill J Avery   32,876,507    233,862    694,004    23,028,420 

 

2. RATIFICATION OF AN INCREASE IN THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2020 EQUITY INCENTIVE PLAN.

 

A proposal to ratify an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan from 4,000,000 to 5,500,000 was approved by the following votes:

 

Votes For   Votes Against   Abstain   Broker Non-Votes 
32,150,496   1,475,077    178,800    23,028,420 

 

3. RATIFICATION OF THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES.

 

A proposal to ratify an amendment to the Company’s Certificate of Incorporation to increase the number of shares authorized from 120,000,000 to 150,000,000 was approved by the following votes:

 

Votes For  Votes Against   Abstain   Broker Non-Votes 
52,497,094   3,654,913    680,786    0 

 

4. 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 
55,939,050   518,837    374,906    0 

 

5. 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 
32,190,959   1,094,818    518,596    23,028,420 

 

 

 

 

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 27, 2021 By: /s/ Richard A. Sneider
    Richard A. Sneider
    Treasurer and Chief Financial Officer
    (Principal Financial and Accounting Officer)