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0001463972
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2025-06-17
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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)
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) |
| |
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| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ |
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 |
| |
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By: |
/s/ Grant Russell |
| |
|
Grant Russell
Chief Financial Officer |
