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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 21, 2026
KOPIN
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
000-19882 |
|
04-2833935 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
125
North Drive, Westborough, MA 01581
(Address
of Principal Executive Offices) (Zip Code)
(508)
870-5959
(Registrant’s
telephone number, including area code)
N/A
(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 Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 |
|
KOPN |
|
Nasdaq
Capital 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.
On
May 21, 2026, Kopin Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders approved an amendment and restatement (the “Amendment”) of
the Kopin Corporation 2020 Equity Incentive Plan (the “Plan”). The Company’s Board of Directors previously approved
the Amendment of the Plan, subject to stockholder approval, at the Board of Directors meeting on April 16, 2026. The Amendment,
among other changes, increased the number of shares available for issuance under the Plan and extended the term of the Plan.
The
foregoing description of the Amendment of the Plan does not purport to be complete and is subject to and qualified in its entirety
by reference to the Amended and Restated Kopin Corporation 2020 Equity Incentive plan, a copy of which is attached hereto as Exhibit
10.1 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 2027 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 | |
69,327,462 | |
688,359 | |
44,749 | |
44,251,551 |
| Michael Murray | |
69,720,247 | |
301,272 | |
39,051 | |
44,251,551 |
| David Nieuwsma | |
69,371,283 | |
590,168 | |
99,119 | |
44,251,551 |
| Margaret Seif | |
69,601,949 | |
403,625 | |
54,996 | |
44,251,551 |
| Paul V. Walsh Jr. | |
69,348,820 | |
616,606 | |
95,144 | |
44,251,551 |
2.
APPROVAL OF THE AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN.
| Votes For | |
Votes Against | |
Abstain | |
Broker Non-Votes |
| 68,660,986 | |
849,750 | |
549,834 | |
44,251,551 |
3.
RATIFICATION OF APPOINTMENT OF BDO USA, P.C.AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 26, 2026.
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 |
| 112,844,182 | |
1,223,442 | |
244,497 | |
— |
4.
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 |
| 68,891,995 | |
879,772 | |
288,803 | |
44,251,551 |
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| 10.1 |
|
Kopin Corporation Amended and Restated 2020 Equity Incentive Plan |
| 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:
May 28, 2026 |
/s/
Erich Manz |
| |
Erich
Manz |
| |
Treasurer
and Chief Financial Officer |
| |
(Principal
Financial and Accounting Officer) |