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MicroVision (NASDAQ: MVIS) wins approval for reverse split range and note share issuance

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MicroVision, Inc. held its annual shareholder meeting on July 10, 2026, with shareholders present in person or by proxy representing 214,190,090 shares, or 62% of common stock entitled to vote. All seven director nominees were elected, each receiving more votes "For" than "Withheld".

Shareholders approved the issuance of common shares related to senior secured convertible notes issued on February 23, 2026, for purposes of complying with Nasdaq rules. They also approved amendments to the certificate of incorporation authorizing the Board to implement a reverse stock split at a ratio between 1-for-5 and 1-for-15 and to reduce authorized shares to 150 million within one year of the meeting.

On an advisory basis, shareholders approved executive compensation and ratified Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

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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.
Shares represented at meeting 214,190,090 shares Shares present in person or by proxy, 62% of common stock entitled to vote at July 10, 2026 meeting
Quorum percentage 62% Portion of common stock entitled to vote represented at the 2026 annual meeting
Reverse split range 1-for-5 to 1-for-15 Board-authorized reverse stock split ratio range approved by shareholders
Authorized shares after amendment 150 million Authorized common shares after reverse split-related certificate of incorporation amendments
Convertible note share issuance For votes 104,549,049 Votes in favor of issuing shares under senior secured convertible notes
Auditor ratification For votes 191,947,924 Votes in favor of ratifying Baker Tilly US, LLP for fiscal year ending December 31, 2026
reverse stock split financial
"authorizing the MicroVision Board of Directors to effect a reverse stock split at a ratio"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
senior secured convertible notes financial
"pursuant to the senior secured convertible notes issued to an institutional investor"
A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.
broker non-votes regulatory
"For: 104,549,049 Against: 24,491,828 Abstain: 2,693,080 Broker Non-Votes: 82,456,133"
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.
certificate of incorporation regulatory
"Shareholders approved amendments to the company’s certificate of incorporation authorizing"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
independent registered public accounting firm financial
"ratified the appointment of Baker Tilly US, LLP as our 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.
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FAQ

What did MicroVision (MVIS) shareholders approve at the 2026 annual meeting?

Shareholders elected all seven directors, approved shares issuable under convertible notes, authorized a reverse stock split range with reduced authorized shares, approved executive pay on an advisory basis, and ratified Baker Tilly US, LLP as auditor.

What reverse stock split authority did MicroVision (MVIS) shareholders grant?

Shareholders approved amendments allowing the Board to implement a reverse stock split between 1-for-5 and 1-for-15 and simultaneously reduce authorized shares to 150 million at any time within one year of the July 10, 2026 meeting.

How many MicroVision (MVIS) shares were represented at the 2026 annual meeting?

According to the inspector of election, 214,190,090 shares were represented in person or by proxy, equal to 62% of the common stock entitled to vote at MicroVision’s July 10, 2026 annual shareholder meeting.

What was the vote on MicroVision (MVIS) senior secured convertible notes share issuance?

The share issuance tied to senior secured convertible notes was approved with 104,549,049 votes For, 24,491,828 Against, 2,693,080 Abstain, and 82,456,133 broker non-votes, for Nasdaq compliance purposes.

How did MicroVision (MVIS) shareholders vote on executive compensation?

On an advisory basis, shareholders approved named executive officer compensation with 82,605,625 votes For, 45,515,583 Against, 3,612,749 Abstain, and 82,456,133 broker non-votes at the July 10, 2026 annual meeting.

Which auditor did MicroVision (MVIS) shareholders ratify for 2026?

Shareholders ratified Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 191,947,924 For, 14,199,847 Against, and 8,042,319 Abstain, and no broker non-votes.
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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    

 

 

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