Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Changes to NEO Compensation Arrangements
On May 18, 2022, the board of directors of Intevac, Inc. ("Intevac" or the
"Company") granted to the Company's named executive officers set forth below
awards of performance-based restricted stock units (the "PRSU Awards") covering
the following shares of the Company's common stock:
PRSU Awards PRSU Awards
(at target (at maximum
Name Position performance) performance)
Nigel D. Hunton President and Chief Executive Officer 333,500 667,000
James Moniz Executive Vice President, Finance and
Administration, Chief Financial
Officer, Secretary and Treasurer 93,000 186,000
Mr. Hunton's PRSU Award had been negotiated and agreed to in connection with his
employment agreement, and was subsequently granted, as a material inducement to
him accepting employment with the Company. His PRSU Award is subject to the
terms and conditions of the Company's 2022 Inducement Equity Incentive Plan
("Inducement Plan") and form of PRSU Award agreement thereunder. Mr. Moniz's
PRSU Award is subject to the terms and conditions of the Company's 2020 Equity
Incentive Plan (the "2020 Plan") and form of PRSU Award agreement thereunder.
The PRSU Awards are eligible to be earned based on achievement of certain stock
prices based on the average closing price of the Company's stock over a 30-day
period (the "Company Stock Price Hurdle") during a three-year performance period
commencing on May 18, 2022 and ending on May 31, 2025 (or earlier, upon a Change
in Control as defined below) (the "Performance Period"). The PRSU Awards will
vest, if at all, in five possible tranches as indicated in the table below. Each
of the five tranches will vest only if the applicable Company Stock Price Hurdle
is achieved within the Performance Period, and each tranche may only be achieved
once during the Performance Period. If a Company Stock Price Hurdle is not
achieved within the Performance Period, the corresponding PRSUs will not vest,
and all unvested PRSUs at the end of the Performance Period will immediately be
forfeited.
Number of Number of Percentage of
PRSU Awards PRSU Awards Target PRSU
Eligible to Eligible to Awards
Vest - N. Vest - J. Eligible to
Tranche Company Stock Price Hurdle Hunton Moniz Vest
0 Below $6.00 0 0 0%
1 $6.00 66,700 18,600 20%
2 $7.00 100,050 27,900 30%
3 $8.00 166,750 46,500 50%
4 $9.00 166,750 46,500 50%
5 $10.00 or greater 166,750 46,500 50%
The amount of PRSUs eligible to vest will not be determined through linear
interpolation between tranches, except in connection with a Change in Control
(as defined in the Inducement Plan or 2020 Plan, as applicable) where the
consideration received for a share by the Company's stockholders is greater than
$8.00 but below $10.00. In the event of a Change in Control, the achievement of
the Company Stock Price Hurdle will no longer be measured against the 30-day
average described above and instead will be based on the consideration received
for a share by the Company's stockholders in connection with the Change in
Control, and the number of PRSUs that will be eligible to vest will be based on
such achievement, using linear interpolation between levels or, if greater, 50%
of the PRSU Awards (at maximum performance). All vested PRSU Awards will be
issued as soon as reasonably practicable following vesting.
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The foregoing summary is qualified in its entirety by reference to the full text
of the form of PRSU Award agreement under the Inducement Plan and form of PRSU
Award agreement under the 2020 Plan, copies of which are attached hereto as
Exhibit 10.1 and 10.2, respectively, and are incorporated by reference herein.
In addition, on May 18, 2022, the Company's board of directors granted to
Mr. Moniz an award of restricted stock units (the "RSU Award") covering 43,800
shares of the Company's common stock. The RSU Award is scheduled to vest in
equal annual installments over three years from the grant date, subject to the
Mr. Moniz's continued service through the applicable vesting date.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2022, Intevac held its 2022 annual meeting of stockholders (the
"Annual Meeting"). The matters voted upon at the Annual Meeting and the results
of such voting are set forth below:
Proposal 1: Election of Directors
Intevac's stockholders elected the nominees listed below to serve on Intevac's
board of directors.
Votes For Votes Against Abstentions Broker Non-Votes
David S. Dury 17,502,331 512,280 3,745 4,194,257
Nigel D. Hunton 17,711,645 302,899 3,812 4,194,257
Kevin D. Barber 17,699,264 315,347 3,745 4,194,257
Dorothy D. Hayes 17,614,690 400,541 3,125 4,194,257
Michele F. Klein 17,544,484 470,227 3,645 4,194,257
Mark P. Popovich 17,582,785 430,826 4,745 4,194,257
Proposal 2: Ratification of Appointment of Independent Auditors
Intevac's stockholders ratified the appointment of BPM LLP as Intevac's
independent public accountants for the fiscal year ending December 31, 2022.
Votes For Votes Against Abstentions Broker Non-Votes
22,143,198 66,286 3,129
-
Proposal 3: Advisory Approval of Named Executive Officer Compensation
Intevac's stockholders approved, on a non-binding, advisory basis, the
compensation of Intevac's named executive officers.
Votes For Votes Against Abstentions Broker Non-Votes
15,271,253 2,631,683 115,420 4,194,257
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
10.1 Form of PRSU Award Agreement (Company Stock Price Hurdle) under the
2022 Inducement Equity Incentive Plan
10.2 Form of PRSU Award Agreement (Company Stock Price Hurdle) under the
2020 Equity Incentive Plan
104 Cover Page Interactive Date File (embedded within the Inline XBRL
document)
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