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    IVAC   US4611481080

INTEVAC, INC.

(IVAC)
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Delayed Nasdaq  -  04:00 2022-07-06 pm EDT
4.730 USD   -1.46%
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INTEVAC INC : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/19/2022 | 04:04pm EDT

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.

--------------------------------------------------------------------------------

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)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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