irix-8k_20220615.htm


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
	June 15, 2022
(Date of Report (date of earliest event reported)

IRIDEX CORPORATION
(Exact name of registrant as specified in its charter)

Delaware			000-27598	77-0210467
(State or other jurisdiction of incorporation or organization)			(Commission File Number)	(I.R.S. Employer Identification Number)
1212 Terra Bella Avenue Mountain View, California 94043
(Address of principal executive offices, including zip code)
		(650) 940-4700
		(Registrant’s telephone number, including area code)

(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))

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. ☐

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

Title of Class

Trading

Symbol

Name of Exchange on Which Registered

Common Stock, par value $0.01 per share

IRIX

Nasdaq Global Market

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 15, 2022, at the Company’s headquarters located at 1212 Terra Bella Avenue, Mountain View, CA 94043. As of April 18, 2022, the record date of the Annual Meeting, 15,885,307 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 11,550,747 shares, or 72.71%, of the Company’s common stock, constituting a quorum for the transaction of business. The proposals voted upon at the meeting and the vote with respect to each such matter are as set forth below:

Proposal 1: Election of Directors.


Nominee	For	Against	Abstain	Broker Non-Votes*
David I. Bruce	6,565,735	580,689	120,968	4,283,355
Nandini Devi	6,605,363	537,213	124,816	4,283,355
Robert Grove, Ph.D.	5,928,551	1,214,025	124,816	4,283,355
Beverly A. Huss	6,917,330	225,246	124,816	4,283,355
Kenneth E. Ludlum	6,287,912	853,185	126,295	4,283,355
Scott Shuda	6,236,225	627,511	403,656	4,283,355

*Broker non-votes did not affect the outcome of the election.

Based on the votes set forth above, each director nominee was duly elected to serve until the 2023 Annual Meeting of Stockholders or until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation or removal.

Proposal 2: To ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.


For	Against	Abstain	Broker Non-Votes
11,458,378	89,522	2,847	0

Based on the votes set forth above, the stockholders ratified the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Proposal 3: Advisory Vote on Named Executive Officer Compensation.


For	Against	Abstain	Broker Non-Votes
5,887,884	1,274,107	105,401	4,283,355

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

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SIGNATURES

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.

		IRIDEX CORPORATION

	By:	/s/David I. Bruce
		David I. Bruce
		President and Chief Executive Officer

Date: June 16, 2022

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IRIDEX Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders