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FormFactor (NASDAQ: FORM) shareholders approve equity plan boost and officer exculpation

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Form Type
8-K

Rhea-AI Filing Summary

FormFactor, Inc. reported results of its 2026 annual stockholder meeting. Stockholders approved an amendment to the 2012 Equity Incentive Plan, increasing the shares of common stock reserved for issuance by 5,000,000 shares, supporting future equity-based compensation.

Stockholders also approved an amendment to the Amended and Restated Certificate of Incorporation to permit exculpation of certain officers as allowed under Delaware law, and to remove outdated classification and 2024 meeting references. All seven director nominees were elected, executive compensation received strong advisory support, and KPMG LLP was ratified as independent auditor for fiscal year 2026.

Positive

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Insights

FormFactor’s meeting confirms board stability, refreshed equity capacity, and updated Delaware-law protections.

Stockholders approved all five proposals, including re-electing the full slate of seven directors with large majorities. This indicates broad support for the current board and governance structure, at least as reflected in the votes cast at the 2026 annual meeting.

The 2012 Equity Incentive Plan share reserve was increased by 5,000,000 shares, giving the company additional capacity for stock-based awards, which can align employee incentives with long-term performance but also adds potential dilution. The charter amendment enabling officer exculpation follows recent Delaware law changes, tightening liability protections consistent with many peers.

The advisory vote on executive compensation passed with substantial support, and KPMG LLP was ratified as auditor for fiscal year 2026, reinforcing continuity in financial oversight. Future proxy and compensation disclosures will show how the expanded equity pool is used over time.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 5,000,000 shares Additional shares reserved under 2012 Equity Incentive Plan
Officer exculpation vote – For 57,208,977 votes Proposal 2 – charter amendment for officer exculpation
Officer exculpation vote – Against 8,035,431 votes Proposal 2 – charter amendment for officer exculpation
Say-on-pay support 64,373,166 votes for Proposal 3 – advisory vote on executive compensation
Equity plan amendment support 61,050,935 votes for Proposal 4 – increase equity incentive plan reserve
Auditor ratification – For 68,722,097 votes Proposal 5 – KPMG LLP as 2026 auditor
Broker non-votes on director elections 6,014,202 Applies to each director nominee vote
2012 Equity Incentive Plan financial
"to increase the number of shares of common stock reserved for issuance under the 2012 Equity Incentive Plan by 5,000,000 shares"
officer exculpation regulatory
"to provide for the exculpation of certain officers of the Company as permitted by Delaware law"
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
Amended and Restated Certificate of Incorporation regulatory
"approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “2026 Amended and Restated Certificate”)"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
non-binding advisory vote financial
"Proposal 3: Non-binding advisory vote to approve the Company's executive compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes regulatory
"For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Understanding 8-K Material Events →
December 26false000103939900010393992026-05-152026-05-1500010393992025-12-282026-12-26

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):  May 15, 2026
 
FORMFACTOR, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware000-5030713-3711155
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
7005 Southfront Road
Livermore,
CA
94551
(Address of Principal Executive Offices)(Zip Code)
 
Registrant’s telephone number, including area code:  (925) 290-4000
 
Not Applicable
(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))

Securities registered pursuant to Section12(b) of the Act:
Title of each classTrading Symbol(s) Name of each exchange on which registered
Common stock, $0.001 par valueFORM 
Nasdaq Global Select Market
 
 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.



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:
NomineeForAgainstAbstainBroker Non-Votes
Rebeca Obregon Jimenez65,125,911142,38962,4406,014,202
Sheri Rhodes65,149,499118,77062,4716,014,202
Michael D. Slessor64,859,464408,78762,4896,014,202
Kelley Steven-Waiss64,295,543961,59073,6076,014,202
Thomas St. Dennis62,258,8383,009,91661,9866,014,202
Jorge Titinger63,948,8771,319,40462,4596,014,202
Brian White64,827,522440,76262,4566,014,202

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:
ForAgainstAbstainBroker Non-Votes
57,208,9778,035,43186,3326,014,202

This proposal was approved.

Proposal 3: Non-binding advisory vote to approve the Company's executive compensation:
ForAgainstAbstainBroker Non-Votes
64,373,166862,26395,3116,014,202

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:
ForAgainstAbstainBroker Non-Votes
61,050,9354,205,92373,8826,014,202

This proposal was approved.

Proposal 5: Ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026:
ForAgainstAbstain
68,722,0972,550,99071,855

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 NumberDescription
3.1
Amended and Restated Certificate of Incorporation of FormFactor, Inc, dated May 15, 2026
10.1
FormFactor Inc. 2012 Equity Incentive Plan, as approved by stockholders of the Company on May 15, 2026
104Cover 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, 2026By:/s/ Alan Chan
Name:Alan Chan
Title:
Senior Vice President, Chief Legal Officer and
Secretary
 



Source: View Original Filing on SEC EDGAR

FAQ

What did FormFactor (FORM) stockholders approve regarding the 2012 Equity Incentive Plan?

FormFactor stockholders approved an amendment to the 2012 Equity Incentive Plan to increase the shares of common stock reserved for issuance by 5,000,000 shares. This enlarges the pool available for future equity awards to employees and other eligible participants.

How did FormFactor (FORM) change its Certificate of Incorporation in 2026?

Stockholders approved a 2026 Amended and Restated Certificate of Incorporation allowing exculpation of certain officers as permitted by Delaware law. The amendment also removed inoperative language about a classified board and references to the company’s 2024 annual meeting of stockholders.

Were all FormFactor (FORM) director nominees elected at the 2026 annual meeting?

Yes. All seven nominees, including Rebeca Obregon Jimenez, Sheri Rhodes, and Michael D. Slessor, were elected to one-year terms. Each received over 62 million votes in favor, with additional broker non-votes reported but not affecting their election outcomes.

How did FormFactor (FORM) stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding advisory proposal on executive compensation with 64,373,166 votes for, 862,263 against, and 95,311 abstentions. This advisory vote reflects broad support for the compensation of named executive officers as described in the 2026 proxy statement.

Did FormFactor (FORM) stockholders approve officer exculpation provisions in 2026?

Yes. The proposal to amend the Certificate of Incorporation to add Delaware law-based officer exculpation received 57,208,977 votes for, 8,035,431 against, and 86,332 abstentions. This change adds liability protections for certain officers within the limits of Delaware law.

Who is FormFactor’s (FORM) auditor for fiscal year 2026?

FormFactor stockholders ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026, with 68,722,097 votes for, 2,550,990 against, and 71,855 abstentions, confirming continued engagement of the same audit firm.

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