Item 3.03. Material Modifications of Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated by reference here.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On May 25, 2023, Everspin Technologies, Inc. ("Everspin") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, which added a new Article IX to its Amended and Restated Certificate of Incorporation to read as follows:

"IX. No officer of the Company shall have any personal liability to the Company or its stockholders for monetary damages for any breach of fiduciary duty as an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article IX, or the adoption of any provision of the Amended and Restated Certificate of Incorporation inconsistent with this Article IX, shall not adversely affect any right or protection of an officer of the Company with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article IX to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended."

The Certificate of Amendment to the Everspin Technologies, Inc. Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 23, 2023, Everspin held its 2023 Annual Meeting of Stockholders. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast: (a) for or withheld with respect to the election of directors; (b) for, against or abstain for the ratification of the appointment of Ernst & Young LLP as Everspin's independent registered public accounting firm for the fiscal year ending December 31, 2023; (c) for, against or abstain for the approval, on an advisory basis, of the compensation of Everspin's named executive officers, commonly known as a "say-on-pay" proposal; and (d) for, against or abstain for the approval of the proposed amendment to the Everspin Technologies, Inc. Amended and Restated Certificate of Incorporation. Broker non-votes are also reported. A more complete description of each matter is set forth in Everspin's definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2023.




Proposal 1:   Each of the six directors proposed by Everspin for election was elected
              by the following votes to serve until Everspin's 2024 Annual Meeting of
              Stockholders or until his or her respective successor has been elected
              and qualified. The tabulation of votes on this matter was as follows:




                                                             Broker
                              For           Withheld        Non-Votes
Darin G. Billerbeck         12,299,394        187,989        3,255,114
Geoffrey Ribar              12,366,307        121,076        3,255,114
Lawrence G. Finch           12,003,314        484,069        3,255,114
Sanjeev Aggarwal, Ph.D.     12,410,162        77,221         3,255,114
Tara Long                   9,533,310        2,954,073       3,255,114
Glen Hawk                   12,280,306        207,077        3,255,114




Proposal 2:   The appointment of Ernst & Young LLP as Everspin's independent
              registered public accounting firm for the fiscal year ending December
              31, 2023 was ratified. The tabulation of votes on this matter was as
              follows:




                                              Broker
    For           Against      Abstain       Non-Votes
  15,542,110       169,157       31,230             -




Proposal 3:   The advisory vote to approve the compensation of Everspin's named
              executive officers was approved. The tabulation of votes on this matter
              was as follows:




                                               Broker
    For           Against       Abstain       Non-Votes
  12,029,436       326,126       131,821       3,255,114




Proposal 4:   The amendment of the Everspin Technologies, Inc. Amended and Restated
              Certificate of Incorporation to limit the liability of certain officers
              of Everspin as permitted pursuant to recent amendments to the Delaware
              General Corporation Law, as described in the proxy statement, was
              approved. The tabulation of votes on this matter was as follows:




                                                Broker
    For            Against       Abstain       Non-Votes
  11,347,313       1,106,329       33,741       3,255,114

Item 9.01. Financial Statements and Exhibits.






Exhibit
  No.     Description

  3.1       Certificate of Amendment of Amended and Restated Certificate of
          Incorporation.
104       Cover Page Interactive Data File (formatted as Inline XBRL)

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