Everspin Technologies Inc.

05/22/2026 | Press release | Distributed by Public on 05/22/2026 14:59

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the "Board") of Everspin Technologies, Inc. ("Everspin") adopted an amendment and restatement of the Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan (the "Amended 2016 Plan"), and submitted the Amended 2016 Plan for stockholder approval at Everspin's 2026 Annual Meeting of Stockholders on May 21, 2026 (the "Annual Meeting"). The stockholders of Everspin approved the Amended 2016 Plan at the Annual Meeting.
The Amended 2016 Plan amended and restated the Everspin Technologies, Inc. 2016 Equity Incentive Plan (as amended and/or restated, the "2016 Plan"). The key differences between the terms of the 2016 Plan and the Amended 2016 Plan are as follows:
•The Amended 2016 Plan provides that an additional 1,800,000 shares may be issued pursuant to stock awards granted under the Amended 2016 Plan.
•The Amended 2016 Plan provides that the aggregate maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the Amended 2016 Plan is a number of shares equal to three multiplied by the aggregate number of shares reserved for issuance under the Amended 2016 Plan.
•The Amended 2016 Plan explicitly prohibits (i) the reduction of the exercise or strike price of outstanding stock options or stock appreciation rights and (ii) the cancellation of underwater stock options or stock appreciation rights in exchange for cash or other stock awards under the Amended 2016 Plan, without the prior approval of the stockholders.
The material terms of the Amended 2016 Plan are further described in Everspin's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 7, 2026 (the "Proxy Statement") under the caption "Proposal 4: Approval of Amendment and Restatement of Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan," which description is incorporated herein by reference.
The descriptions of the Amended 2016 Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended 2016 Plan, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2026, Everspin held the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast: (a) for or withheld with respect to the election of directors; (b) for, against or abstain for the ratification of the appointment of Ernst & Young LLP as Everspin's independent registered public accounting firm for the fiscal year ending December 31, 2026; (c) for, against or abstain for the approval, on an advisory basis, of the compensation of Everspin's named executive officers, commonly known as a "say-on-pay" proposal; and (d) for, against or abstain for the approval of the amendment and restatement of the Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan. Broker non-votes are also reported. A more complete description of each matter is set forth in Everspin's definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026.
Proposal 1: Each of the seven directors proposed by Everspin for election was elected by the following votes to serve until Everspin's 2027 Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified. The tabulation of votes on this matter was as follows:
For Withheld Broker
Non-Votes
Darin G. Billerbeck 7,326,985 3,402,394 4,376,160
Geoffrey Ribar 10,271,361 458,018 4,376,160
Lawrence G. Finch 10,641,128 88,251 4,376,160
Sanjeev Aggarwal, Ph.D. 10,662,382 66,997 4,376,160
Tara Long 10,694,471 34,908 4,376,160
Glen Hawk 10,601,510 127,869 4,376,160
Douglas Mitchell 7,695,263 3,034,116 4,376,160
Proposal 2: The appointment of Ernst & Young LLP as Everspin's independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The tabulation of votes on this matter was as follows:
For
Against
Abstain
Broker
Non-Votes
15,056,251 35,168 14,120 -
Proposal 3: The advisory vote to approve the compensation of Everspin's named executive officers was approved. The tabulation of votes on this matter was as follows:
For
Against
Abstain
Broker
Non-Votes
10,374,156 215,571 139,652 4,376,160
Proposal 4: The vote to approve the amendment and restatement of the Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan was approved. The tabulation of votes on this matter was as follows:
For
Against
Abstain
Broker
Non-Votes
7,462,346 3,216,931 50,102 4,376,160
Everspin Technologies Inc. published this content on May 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 22, 2026 at 20:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]