FormFactor Inc. FormFactor Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$FORM
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 15, 2026
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment of 2012 Equity Incentive Plan
At the 2026 Annual Meeting of the Stockholders of FormFactor, Inc. (the “Company”) held on May 15, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s 2012 Equity Incentive Plan (the “Revised Equity Incentive Plan”) to increase the number of shares of common stock reserved for issuance under the 2012 Equity Incentive Plan by 5,000,000 shares. The Compensation Committee of the Company’s Board of Directors previously recommended, and the Company’s Board of Directors previously approved, the Revised Equity Incentive Plan, subject to such stockholder approval. As further described in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved the Revised Equity Incentive Plan.
A description of the Revised Equity Incentive Plan is set forth in the section entitled “Proposal No. 4 – Approval of an Amendment to the Company’s 2012 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Under the 2012 Equity Incentive Plan by 5,000,000 Shares” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. The description is qualified in its entirety by reference to the Revised Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation; Change in Fiscal Year.
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “2026 Amended and Restated Certificate”) to provide for the exculpation of certain officers of the Company as permitted by Delaware law.
On May 15, 2026, the Company filed the 2026 Amended and Restated Certificate with the Secretary of State of the State of Delaware, and the 2026 Amended and Restated Certificate became effective upon filing. The 2026 Amended and Restated Certificate amends the Company’s prior Amended and Restated Certificate of Incorporation to allow for the exculpation of certain officers of the Company as permitted by the Delaware General Corporation Law and to remove inoperative language relating to the classification of the Company’s Board of Directors and references to the Company’s 2024 annual meeting of stockholders, which have no continuing effect.
A description of the 2026 Amended and Restated Certificate is set forth in the section entitled “Proposal No. 2 – Amendment to Our Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation” in the Company’s Proxy Statement, which description is incorporated herein by reference. The description is qualified in its entirety by reference to the complete text of the 2026 Amended and Restated Certificate, which is being filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 15, 2026, online via live webcast. At the Annual Meeting, the Company’s stockholders voted on the following five (5) proposals and cast their votes as follows:
Proposal 1: Election of directors to the Company’s Board of Directors, each to serve on the Company’s Board for a term of one year or until their successor has been elected and qualified or until their earlier death, resignation or removal. The director nominees were:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Rebeca Obregon Jimenez | 65,125,911 | 142,389 | 62,440 | 6,014,202 | ||||||||||||||||||||||
| Sheri Rhodes | 65,149,499 | 118,770 | 62,471 | 6,014,202 | ||||||||||||||||||||||
| Michael D. Slessor | 64,859,464 | 408,787 | 62,489 | 6,014,202 | ||||||||||||||||||||||
| Kelley Steven-Waiss | 64,295,543 | 961,590 | 73,607 | 6,014,202 | ||||||||||||||||||||||
| Thomas St. Dennis | 62,258,838 | 3,009,916 | 61,986 | 6,014,202 | ||||||||||||||||||||||
| Jorge Titinger | 63,948,877 | 1,319,404 | 62,459 | 6,014,202 | ||||||||||||||||||||||
| Brian White | 64,827,522 | 440,762 | 62,456 | 6,014,202 | ||||||||||||||||||||||
Each director nominee was elected a director of the Company. Following the Annual Meeting, the membership of the Company’s board of directors comprises Rebeca Obregon Jimenez, Sheri Rhodes, Michael D. Slessor, Kelley Steven-Waiss, Thomas St. Dennis, Jorge Titinger, and Brian White.
Proposal 2: Amendment to the Company’s Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 57,208,977 | 8,035,431 | 86,332 | 6,014,202 | |||||||||||||||||
This proposal was approved.
Proposal 3: Non-binding advisory vote to approve the Company's executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 64,373,166 | 862,263 | 95,311 | 6,014,202 | |||||||||||||||||
The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting.
Proposal 4: Amendment of the Company’s 2012 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the 2012 Equity Incentive Plan by 5,000,000 shares:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 61,050,935 | 4,205,923 | 73,882 | 6,014,202 | |||||||||||||||||
This proposal was approved.
Proposal 5: Ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026:
| For | Against | Abstain | ||||||||||||
| 68,722,097 | 2,550,990 | 71,855 | ||||||||||||
This proposal was approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith and this list is intended to constitute the exhibit index.
| Exhibit Number | Description | ||||||||||
| 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.
FORMFACTOR, INC. | ||||||||||||||
| Date: | May 19, 2026 | By: | /s/ Alan Chan | |||||||||||
| Name: | Alan Chan | |||||||||||||
| Title: | Senior Vice President, Chief Legal Officer and | |||||||||||||
Secretary | ||||||||||||||