Kopin Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 26, 2025, Kopin Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 200,000,000 shares to 275,000,000 shares (the “Amendment”).
The Company’s Board of Directors previously approved the Amendment, subject to shareholder approval at the Annual Meeting. On June 27, 2025, the Company filed a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing.
The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following matters were acted upon:
1. ELECTION OF DIRECTORS
Jill J. Avery, Michael Murray, David Nieuwsma, Margaret Seif and Paul Walsh Jr. were all elected to serve as directors of the Company each for a term expiring at the Company’s 2026 Annual Meeting and until their successors are duly elected and qualified.
The results of the election of directors are below.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Jill J. Avery | 59,984,985 | 1,088,719 | 667,800 | 45,822,445 | ||||
| Michael Murray | 60,599,248 | 623,939 | 518,317 | 45,822,445 | ||||
| David Nieuwsma | 60,384,987 | 693,835 | 662,682 | 45,822,445 | ||||
| Margaret Seif | 59,845,811 | 1,241,688 | 654,005 | 45,822,445 | ||||
| Paul Walsh Jr. | 60,418,672 | 661,931 | 660,901 | 45,822,445 |
2. APPROVAL OF AN AMENDMENT TO THE 2020 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2020 EQUITY INCENTIVE PLAN.
A proposal to ratify an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan from 14,000,000 to 19,000,000 was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 58,190,875 | 2,933,389 | 617,240 | 45,822,445 |
3. PROPOSAL TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized common shares from 200,000,000 to 275,000,000 was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 97,742,491 | 9,257,493 | 563,965 | — |
4. RATIFICATION OF APPOINTMENT OF BDO USA, P.C.AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 27, 2025.
A proposal to ratify the appointment of BDO USA, P.C as the independent registered public accounting firm of the Company for the current fiscal year was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 104,656,675 | 2,017,024 | 890,250 | — |
5. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
An advisory vote to approve the compensation of the Company’s named executive officers was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 58,245,255 | 1,951,856 | 1,544,393 | 45,822,445 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 3.1 | Certificate of Amendment | |
| 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.
| KOPIN CORPORATION | |
| Dated: June 30, 2025 | /s/ Richard A. Sneider |
| Richard A. Sneider | |
| Treasurer and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |