STOCK TITAN

Kopin (NASDAQ: KOPN) investors approve equity plan, directors, pay and auditor

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kopin Corporation reported results from its 2026 Annual Meeting of Stockholders. Shareholders approved an amendment and restatement of the 2020 Equity Incentive Plan, which increases the shares available for issuance under the plan and extends its term. They also elected five directors to serve until the 2027 annual meeting, ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 26, 2026, and approved on an advisory basis the compensation of the company’s named executive officers.

Positive

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Negative

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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 5.07 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 votes for 68,660,986 votes Amended and Restated 2020 Equity Incentive Plan approval
Equity plan votes against 849,750 votes Amended and Restated 2020 Equity Incentive Plan approval
Auditor ratification votes for 112,844,182 votes Ratification of BDO USA, P.C. for fiscal year ending December 26, 2026
Say-on-pay votes for 68,891,995 votes Advisory approval of named executive officer compensation
Director Michael Murray votes for 69,720,247 votes Election to board with term expiring at 2027 Annual Meeting
Equity Incentive Plan financial
"approved an amendment and restatement (the “Amendment”) of the Kopin Corporation 2020 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Broker Non-Votes financial
"Votes For | | Votes Against | | Abstain | | Broker Non-Votes 68,660,986"
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.
independent registered public accounting firm financial
"ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officers financial
"APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
advisory vote financial
"An advisory vote to approve the compensation of the Company’s named executive officers was approved"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Kopin (KOPN) shareholders approve at the 2026 annual meeting?

Kopin shareholders approved an amended and restated 2020 Equity Incentive Plan, elected five directors through the 2027 meeting, ratified BDO USA, P.C. as auditor for 2026, and supported executive compensation in an advisory vote.

What changes were made to Kopin’s 2020 Equity Incentive Plan (KOPN)?

Shareholders approved an amendment and restatement of Kopin’s 2020 Equity Incentive Plan that increases the number of shares available for issuance and extends the plan’s term, aligning long-term equity incentives with future periods of company performance.

Which directors were elected at Kopin’s 2026 annual meeting (KOPN)?

Shareholders elected Jill J. Avery, Michael Murray, David Nieuwsma, Margaret Seif and Paul V. Walsh Jr. as directors, each to serve until Kopin’s 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

Did Kopin (KOPN) shareholders ratify the company’s independent auditor?

Yes. Shareholders ratified the appointment of BDO USA, P.C. as Kopin’s independent registered public accounting firm for the fiscal year ending December 26, 2026, confirming BDO’s role in auditing the company’s financial statements for that period.

How did Kopin (KOPN) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of Kopin’s named executive officers. This advisory vote indicates stockholder support for the company’s current executive pay programs, though it is non-binding on the board of directors.

What were the key governance items on Kopin’s (KOPN) 2026 meeting agenda?

Key items included electing five directors, approving changes to the 2020 Equity Incentive Plan, ratifying BDO USA, P.C. as independent auditor for 2026, and holding an advisory vote on the compensation of the company’s named executive officers.
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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)

 

 

Filing Exhibits & Attachments

4 documents