FARO Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FARO
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 21, 2025
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (407 ) 333-9911
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(s) | Name of each exchange on which registered | ||||||
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.
o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2025, FARO Technologies, Inc. (the "Company") held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2025. The final voting results from the Annual Meeting are set forth below.
Proposal 1 — Election of directors
The holders of the Company’s common stock elected the following directors, each to serve for a three-year term expiring at the Company’s 2028 Annual Meeting of Shareholders, and until his or her successor has been duly elected and qualified, subject to his or her earlier death, resignation or removal. The results of such vote were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Moonhie Chin | 14,099,761 | 1,430,944 | 932,568 | ||||||||
| Yuval Wasserman | 14,156,194 | 1,374,511 | 932,568 | ||||||||
Proposal 2 — Ratification of independent registered public accounting firm
The holders of the Company’s common stock ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, by the following count:
| Votes For | Against | Abstain | Broker Non-Votes | ||||||||
| 16,235,891 | 205,564 | 21,818 | — | ||||||||
Proposal 3 — Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers
The holders of the Company’s common stock approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers, by the following count:
| Votes For | Against | Abstain | Broker Non-Votes | ||||||||
| 15,111,785 | 410,916 | 8,004 | 932,568 | ||||||||
Proposal 4 - Approval of the Company's 2022 Equity Incentive Plan, as Amended
The holders of the Company’s common stock approved the Company’s 2022 Equity Incentive Plan, as Amended, to increase the number of shares reserved for issuance by 1,500,000, by the following count:
| Votes For | Against | Abstain | Broker Non-Votes | ||||||||
| 8,800,309 | 5,662,165 | 1,068,231 | 932,568 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FARO Technologies, Inc. | ||||||||||||||||||||||||||
| May 21, 2025 | /s/ Matthew Horwath | |||||||||||||||||||||||||
| By: | Matthew Horwath | |||||||||||||||||||||||||
| Its: | Chief Financial Officer | |||||||||||||||||||||||||
(Duly Authorized Officer and Principal Financial Officer) | ||||||||||||||||||||||||||