IPG Photonics Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$IPGP
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
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(508 ) 373-1100
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Principal Officers.
On May 20, 2025, as detailed below under Item 5.07, the stockholders of IPG Photonics Corporation (the "Company") at the annual meeting of stockholders (the “Annual Meeting”) voted to approve the adoption of the IPG Photonics Corporation 2025 Incentive Compensation Plan (the “2025 Plan”). As more fully described in the Company’s proxy statement relating to the Annual Meeting, the Board of Directors (the "Board") of the Company adopted the 2025 Plan on March 28, 2025, subject to the approval of the Company’s stockholders at the Annual Meeting. Upon approval by the Company’s stockholders at the Annual Meeting and the filing of a registration statement on Form S-8 on May 20, 2025, the 2025 Plan became effective and replaced the Company’s 2006 Incentive Compensation Plan, as amended and restated effective May 23, 2023 (the "2006 Plan").
The 2025 Plan enables the Company to continue to make stock-based and non-stock awards to its employees, non-employee directors and independent contractors. The 2025 Plan provides for the grant of: (i) incentive stock options; (ii) non-qualified stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) stock units; (vi) performance shares; (vii) performance units; (viii) cash awards; or (ix) any combination of the foregoing.
The 2025 Plan provides for issuance of 2,100,000 newly authorized shares, less one share of common stock for every share of common stock subject to an award granted under the 2006 Plan after March 10, 2025. The shares may, at the election of the Company, be authorized but unissued shares, shares of issued stock held in the Company’s treasury, or a combination of each.
Generally, shares underlying an award under the 2006 Plan and 2025 Plan that expire without being exercised, or are forfeited, canceled or otherwise terminated without a distribution to a participant of shares, cash, or other benefit in lieu of shares or that are withheld by, or otherwise remitted to, the Company to satisfy a participant's tax withholding obligations with respect to awards other than stock options or stock appreciation rights, will again be available for issuance under the 2025 Plan.
A summary of the 2025 Plan is included under Proposal 3 in the Company’s proxy statement relating to the Annual Meeting. The foregoing summary is qualified in its entirety by reference to the complete copy of the 2025 Plan, a copy of which is filed as Exhibit 10.1 attached hereto, the terms of which are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 20, 2025. Below are the final voting results for the Annual Meeting:
1. Election of ten Directors
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| Gregory Beecher | 38,083,422 | 327,986 | 24,823 | 1,951,947 | ||||||||||
| Jeanmarie Desmond | 38,150,622 | 250,988 | 34,621 | 1,951,947 | ||||||||||
| Gregory Dougherty | 37,946,204 | 453,321 | 36,706 | 1,951,947 | ||||||||||
| Mark Gitin, Ph.D. | 38,205,190 | 207,884 | 23,157 | 1,951,947 | ||||||||||
| Kolleen Kennedy | 37,828,411 | 581,160 | 26,660 | 1,951,947 | ||||||||||
| Eric Meurice | 38,024,883 | 386,353 | 24,995 | 1,951,947 | ||||||||||
| Natalia Pavlova | 37,919,877 | 493,645 | 22,709 | 1,951,947 | ||||||||||
| John Peeler | 37,708,378 | 703,136 | 24,717 | 1,951,947 | ||||||||||
| Eugene Scherbakov, Ph.D. | 38,174,936 | 237,225 | 24,070 | 1,951,947 | ||||||||||
| Agnes Tang | 38,211,704 | 199,973 | 24,554 | 1,951,947 | ||||||||||
2. Advisory vote to approve our executive compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 36,884,565 | 1,519,754 | 31,912 | 1,951,947 | |||||||||||
3. To adopt the IPG Photonics Corporation 2025 Incentive Compensation Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 37,563,544 | 843,822 | 28,865 | 1,951,947 | |||||||||||
4. Ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2025
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 39,754,204 | 589,764 | 44,210 | — | |||||||||||
Item 8.01. Other Events
Following the Annual Meeting, the Board reduced the size of the Board from eleven members to ten members effective immediately.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Exhibit Description | |||||||
Exhibit 10.1† | ||||||||
| Exhibit 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |||||||
† Identifies management contract or compensatory plans or arrangements required to be filed as an exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
| IPG PHOTONICS CORPORATION | ||||||||||||||
| May 21, 2025 | By: | /s/ Angelo P. Lopresti | ||||||||||||
| Angelo P. Lopresti | ||||||||||||||
| Senior Vice President, General Counsel & Secretary | ||||||||||||||