FORMFACTOR INC 8-K

What Happened

• FormFactor, Inc. announced that at its Annual Meeting on May 15, 2026, stockholders approved an amendment to the Company’s 2012 Equity Incentive Plan increasing the number of shares reserved for issuance by 5,000,000 shares. The Compensation Committee and the Board had previously recommended the amendment.
• At the same meeting the company’s stockholders also approved—and the company filed—the 2026 Amended and Restated Certificate of Incorporation, which adds officer exculpation permitted under Delaware law and removes inoperative language related to Board classification and references to the 2024 annual meeting. The amended certificate became effective upon filing with the Delaware Secretary of State on May 15, 2026.

Key Details

• 5,000,000 additional shares approved for issuance under the 2012 Equity Incentive Plan.
• Approval and filings occurred at the Annual Meeting and became effective on May 15, 2026.
• The Board’s Compensation Committee recommended the equity plan amendment prior to stockholder approval.
• The amended certificate (filed as Exhibit 3.1) implements officer exculpation as permitted by the Delaware General Corporation Law; the revised equity plan is filed as Exhibit 10.1.

Why It Matters

• The 5,000,000-share increase expands the pool available for stock awards (used for compensation, retention, and hiring). This can affect future share issuance and potential dilution depending on awards granted.
• Officer exculpation aligns FormFactor’s charter with recent Delaware law changes and limits certain monetary liability of covered officers, which may affect governance risk profiles for investors.
• No financial results, executive departures, or cash transactions were disclosed in this filing; the report is limited to corporate charter and equity plan amendments.