false
0000065770
0000065770
2026-07-10
2026-07-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 10, 2026
MicroVision,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-34170 |
|
91-1600822 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
18390
NE 68th Street
Redmond,
Washington 98052
(Address
of principal executive offices) (Zip code)
(425)
936-6847
Registrant’s
telephone number, including area code
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:
| |
☐ |
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(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.001 per share |
|
MVIS |
|
The
NASDAQ Stock 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
5.07. Submission of Matters to a Vote of Security Holders.
The
MicroVision, Inc. annual meeting of shareholders was held on July 10, 2026. According to the inspector of election, shareholders were
present in person or by proxy representing 214,190,090 shares, or 62% of Common Stock entitled to vote. The shareholders
voted on five proposals, which are described in detail in MicroVision, Inc.’s definitive proxy statement filed with the Securities
and Exchange Commission on June 11, 2026, with the following results:
Proposal
1. All seven of the company’s nominees for director were elected to hold office until the next annual meeting of shareholders.
| Nominee |
|
For |
|
Withheld |
|
Broker
Non-Votes |
| Simon Biddiscombe |
|
101,687,951 |
|
30,046,006 |
|
82,456,133 |
| Robert P. Carlile |
|
97,138,272 |
|
34,595,685 |
|
82,456,133 |
| Glen W. DeVos |
|
117,077,393 |
|
14,656,564 |
|
82,456,133 |
| Jeffrey A. Herbst |
|
107,153,143 |
|
24,580,814 |
|
82,456,133 |
| Laura J. Peterson |
|
107,068,796 |
|
24,665,161 |
|
82,456,133 |
| Peter Schabert |
|
106,410,706 |
|
25,323,251 |
|
82,456,133 |
| Jada M. Smith |
|
106,507,087 |
|
25,226,870 |
|
82,456,133 |
Proposal
2. Shareholders approved the issuance of shares of the company’s common stock pursuant to the senior secured convertible notes
issued to an institutional investor on February 23, 2026 for the purpose of complying with Nasdaq rules.
| For: |
|
104,549,049 |
| Against: |
|
24,491,828 |
| Abstain: |
|
2,693,080 |
| Broker
Non-Votes: |
|
82,456,133 |
Proposal
3. Shareholders approved amendments to the company’s certificate of incorporation authorizing the MicroVision Board of Directors
to effect a reverse stock split at a ratio of not less than 1-for-5 and not more than 1-for-15, and simultaneously reduce authorized
shares to 150 million, with the exact ratio and effective time of the reverse stock split, if any, to be determined by our Board of Directors
at any time within one year of the date of the 2026 Annual Meeting.
| For: |
|
153,463,657 |
| Against: |
|
57,527,379 |
| Abstain: |
|
3,199,054 |
| Broker
Non-Votes: |
|
0 |
Proposal
4. Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers.
| For: |
|
82,605,625 |
| Against: |
|
45,515,583 |
| Abstain: |
|
3,612,749 |
| Broker
Non-Votes: |
|
82,456,133 |
Proposal
5. Shareholders ratified the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2026.
| For: |
|
191,947,924 |
| Against: |
|
14,199,847 |
| Abstain: |
|
8,042,319 |
| Broker
Non-Votes: |
|
0 |
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.
| |
MICROVISION,
INC. |
| |
|
|
| |
By: |
/s/
Drew G. Markham |
| |
|
Drew
G. Markham |
| |
|
Senior
Vice President, General Counsel and Secretary |
| |
|
|
| Dated:
July 13, 2026 |
|
|