8-K

VICOR CORPORATION

Date: June 24, 2024

/s/ James F. Schmidt

James F. Schmidt

Chief Financial Officer

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): June 21, 2024

VICOR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

0-18277

04-2742817

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

25 Frontage Road, Andover, Massachusetts 01810

(Address of Principal Executive Offices) (Zip Code)

(978) 470-2900

(Registrant’s telephone number, including area code)

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:

☐

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

Common Stock, par value $0.01 per share

VICR

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 2024 Annual Meeting of Stockholders of the Company was held on June 21, 2024. Under the Company’s charter, each share of the Company’s Common Stock entitles the holder thereof to one vote per share, and each share of the Company’s Class B Common Stock entitles the holder thereof to ten votes per share. The proposal listed below was submitted to a vote of stockholders at the 2024 Annual Meeting of Stockholders.

Proposal 1 - To fix the number of directors at twelve and to elect the twelve nominees as Directors to hold office until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.


Nominees	Votes For		Votes Withheld
Patrizio Vinciarelli		135,495,642		6,969,459
Estia J. Eichten		130,704,480		11,760,621
Philip D. Davies		136,341,667		6,123,434
Samuel J. Anderson		136,150,310		6,314,791
M. Michael Ansour		136,272,605		6,192,496
Claudio Tuozzolo		136,429,138		6,035,963
Andrew T. D’Amico		135,904,582		6,560,519
Jason L. Carlson		135,251,853		7,213,248
Michael S. McNamara		136,429,470		6,035,631
James F. Schmidt		135,602,928		6,862,173
Zmira Lavie		136,622,500		5,842,601
John Shen		136,634,629		5,830,472

There were no broker non-votes and no abstentions on this proposal.

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.

SEC Form 8-K filed by Vicor Corporation