FormFactor Inc. FormFactor Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Semiconductors
Technology
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 16, 2025
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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.
(e) Amendment of 2012 Equity Incentive Plan
At the 2025 Annual Meeting of the Stockholders of FormFactor, Inc. (the “Company”) held on May 16, 2025 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s 2012 Equity Incentive Plan (the “Revised Equity Incentive Plan”) to increase the number of shares of common stock reserved for issuance under the 2012 Equity Incentive Plan by 2,200,000 shares. The Compensation Committee of the Company’s Board of Directors previously recommended, and the Company’s Board of Directors previously approved, the Revised Equity Incentive Plan, subject to such stockholder approval. As further described in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved the Revised Equity Incentive Plan.
A description of the Revised Equity Incentive Plan is set forth in the section entitled “Proposal No. 3—Approval of an Amendment to the 2012 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Under the 2012 Equity Incentive Plan by 2,200,000 Shares” starting on page 53 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 2, 2025 (the “Proxy Statement”), which description is incorporated herein by reference. The description is qualified in its entirety by reference to the Revised Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 16, 2025, online via live webcast. At the Annual Meeting, the Company’s stockholders voted on the following four (4) proposals and cast their votes as follows:
Proposal 1: Election of directors to the Company’s Board of Directors, each to serve on the Company’s Board for a term of one year or until their successor has been elected and qualified or until their earlier death, resignation or removal. The director nominees were:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Kevin Brewer | 67,089,163 | 713,719 | 132,785 | 4,468,741 | ||||||||||||||||||||||
| Rebeca Obregon-Jimenez | 67,727,037 | 75,705 | 132,925 | 4,468,741 | ||||||||||||||||||||||
| Sheri Rhodes | 67,737,599 | 65,192 | 132,876 | 4,468,741 | ||||||||||||||||||||||
| Michael D. Slessor | 67,730,287 | 73,147 | 132,233 | 4,468,741 | ||||||||||||||||||||||
| Thomas St. Dennis | 64,912,910 | 2,890,372 | 132,385 | 4,468,741 | ||||||||||||||||||||||
| Kelley Steven-Waiss | 66,815,872 | 969,256 | 150,539 | 4,468,741 | ||||||||||||||||||||||
| Jorge Titinger | 66,080,865 | 1,722,417 | 132,385 | 4,468,741 | ||||||||||||||||||||||
| Brian White | 67,002,619 | 800,263 | 132,785 | 4,468,741 | ||||||||||||||||||||||
Each director nominee was elected a director of the Company. Following the Annual Meeting, the membership of the Company’s board of directors comprises Thomas St. Dennis, Michael D. Slessor, Kevin Brewer, Rebeca Obregon-Jimenez, Sheri Rhodes, Kelley Steven-Waiss, Jorge Titinger, and Brian White.
Proposal 2: Non-binding advisory vote to approve the Company's executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 66,732,586 | 1,003,379 | 199,702 | 4,468,741 | |||||||||||||||||
The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting.
Proposal 3: Amendment of the Company’s 2012 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the 2012 Equity Incentive Plan by 2,200,000 shares:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 66,359,422 | 1,373,082 | 203,163 | 4,468,741 | |||||||||||||||||
This proposal was approved.
Proposal 4: Ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2025:
| For | Against | Abstain | ||||||||||||
| 69,363,494 | 2,906,377 | 134,537 | ||||||||||||
This proposal was approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith and this list is intended to constitute the exhibit index.
| Exhibit Number | Description | ||||||||||
| FormFactor Inc. 2012 Equity Incentive Plan, as approved by stockholders of the Company on May 16, 2025 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
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.
FORMFACTOR, INC. | ||||||||||||||
| Date: | May 20, 2025 | By: | /s/ Alan Chan | |||||||||||
| Name: | Alan Chan | |||||||||||||
| Title: | Senior Vice President, Chief Legal Officer and | |||||||||||||
Secretary | ||||||||||||||