[8-K] Vuzix Corporation Reports Material Event

Rhea-AI Filing Summary

Vuzix Corporation held its annual stockholder meeting on June 17, 2025, where shareholders voted on several key matters. The meeting resulted in multiple significant decisions:

• Board Elections: All five directors were re-elected, including Paul Travers, Grant Russell, Edward Kay, Timothy Harned, and Paula Whitten-Doolin
• Capital Structure Change: Shareholders approved increasing authorized common stock to 200 million shares
• Executive Compensation: Stockholders approved the compensation package for named executives and voted for annual advisory votes on executive compensation
• Equity Restructuring: Approved grant of 594,056 RSUs while canceling 5,089,500 previously issued options
• Auditor Appointment: Freed Maxick P.C. ratified as independent public accounting firm for 2025

All proposals received majority approval, with the authorized share increase receiving 39.9 million votes in favor. The RSU grant approval suggests a significant shift in the company's equity compensation structure.

Positive

• Shareholders approved increasing authorized shares to 200 million, providing significant flexibility for future growth and financing
• Strong shareholder support for current leadership with all directors receiving over 26 million votes in favor
• Shareholders approved an optimized executive compensation structure, replacing 5.09M options with 594K RSUs, potentially reducing dilution

Negative

• Significant opposition to RSU grant with 4.87M votes against (16.2% of votes cast excluding broker non-votes)
• Notable dissent on share authorization increase with 4.84M votes against (10.4% of votes cast)

Insights

Corporate Governance Analyst

Vuzix shareholders approved major capital structure change with 200M authorized shares and significant executive compensation restructuring.

This 8-K reveals two significant corporate governance developments at Vuzix's annual meeting. Most notably, shareholders approved increasing the company's authorized common stock to 200 million shares with strong support (85.7% of votes cast). This substantial expansion of potential share count provides enhanced financial flexibility for future capital raising activities while creating potential dilution capacity.

Equally significant is the approved compensation restructuring that replaces 5,089,500 previously granted stock options with just 594,056 RSUs for executives and employees – roughly a 8.6:1 exchange ratio. This passed with 83.1% approval despite representing the highest opposition percentage among all measures. This shift from options to RSUs represents a fundamental change in how Vuzix structures performance incentives, moving from leveraged instruments to full-value shares that retain worth regardless of stock price movement.

The voting results demonstrate broad shareholder support for management's agenda, though the meaningful minority opposition (16.9%) to the compensation restructuring signals some investor concern about this significant change to executive incentives. The election of all five directors with comfortable margins further reinforces overall governance stability despite these structural changes.

false 0001463972 0001463972 2025-06-17 2025-06-17 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) June 17, 2025

VUZIX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-35955	04-3392453
(Commission File Number)	(IRS Employer Identification No.)

25 Hendrix Road, Suite A

West Henrietta, New York 14586

(Address of principal executive offices)(Zipcode)

(585) 359-5900

(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		VUZI		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

On June 17, 2025, Vuzix Corporation (the “Company”) held its annual meeting of stockholders. At the annual meeting, (i) Paul Travers, Grant Russell, Edward Kay, Timothy Harned, and Paula Whitten-Doolin were each elected as directors of the Company to serve until the next annual meeting of stockholders or until their successors have been elected and qualified, (ii) stockholders ratified the board of directors’ appointment of Freed Maxick P.C. as the Company’s independent registered public accounting firm for 2025, (iii) stockholders approved, on an advisory basis, the compensation disclosed in the Company’s proxy statement of the Company’s named executive officers, (iv) stockholders recommended, on an advisory basis, that the Company hold an advisory vote on executive compensation every year, (v) stockholders approved an amendment to the Company’s certificate of incorporation to increase the Company’s authorized shares of common stock to 200,000,000, and (vi) stockholders approved the grant of 594,056 restricted stock units (or RSUs) to executive officers and other employees of the Company under the Company’s 2023 Equity Incentive Plan, and concurrent cancellation of 5,089,500 options previously granted to such officers and others.

The final voting results on these matters were as follows:

1. Election of Directors:

Name		Votes For				Votes Against				Votes Abstained				Broker Non-Votes
Paul Travers			28,286,936				1,260,306				588,286				16,432,259
Grant Russell			26,426,250				3,262,368				446,892				16,432,259
Edward Kay			26,964,973				2,545,379				625,158				16,432,259
Timothy Harned			27,229,531				2,383,844				522,135				16,432,259
Paula Whitten-Doolin			26,875,975				2,672,041				587,494				16,432,259

2. Ratification of appointment of Freed Maxick P.C. as the Company’s independent registered public accounting firm for 2025:

Votes For				Votes Against				Votes Abstained
	43,667,778				1,690,887				1,209,104

3. Approval, on an advisory basis, of the compensation disclosed in the Company’s proxy statement of the Company’s named executive officers:

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	27,594,294				2,367,583				173,633				16,432,259

4. Frequency of advisory votes on executive compensation:

One Year				Two Years				Three Years				Votes Abstained
	25,562,942				3,021,570				866,610				684,388

5. Amendment to certificate of incorporation to increase authorized shares of common stock:

Votes For				Votes Against				Votes Abstained
	39,898,935				4,840,670				1,828,164

6. Approval of grant of RSUs to executive officers and concurrent cancellation of previously granted options:

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	25,004,419				4,865,828				265,263				16,432,259

SIGNATURES

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.

Date: June 20, 2025	VUZIX CORPORATION
	By:	/s/ Grant Russell
		Grant Russell Chief Financial Officer

FAQ

What were the key voting results from VUZI's June 2025 annual stockholder meeting?

At VUZI's June 17, 2025 annual meeting, stockholders approved all six proposals including: (1) election of five directors including Paul Travers and Grant Russell, (2) ratification of Freed Maxick P.C. as auditors, (3) approval of executive compensation, (4) annual frequency for say-on-pay votes, (5) increase in authorized shares to 200 million, and (6) approval of 594,056 RSUs grant with cancellation of 5,089,500 previous options.

How many shares did VUZI stockholders authorize in the June 2025 meeting?

VUZI stockholders approved an amendment to increase the company's authorized shares of common stock to 200,000,000. The proposal received 39,898,935 votes in favor, with 4,840,670 votes against and 1,828,164 abstentions.

What changes did VUZI make to executive compensation in June 2025?

VUZI stockholders approved the grant of 594,056 restricted stock units (RSUs) to executive officers and employees, while concurrently cancelling 5,089,500 previously granted options. This proposal received 25,004,419 votes in favor, with 4,865,828 against and 265,263 abstentions.

Who are VUZI's board members elected in the June 2025 meeting?

Five directors were elected to VUZI's board: Paul Travers (28,286,936 votes), Grant Russell (26,426,250 votes), Edward Kay (26,964,973 votes), Timothy Harned (27,229,531 votes), and Paula Whitten-Doolin (26,875,975 votes). Each will serve until the next annual meeting or until their successors are elected.

How often will VUZI hold advisory votes on executive compensation?

VUZI stockholders voted to hold advisory votes on executive compensation every year, with 25,562,942 votes supporting the annual frequency. This won over alternatives of two years (3,021,570 votes) and three years (866,610 votes).