Peraso Inc. 8-K

What Happened

• Peraso Inc. filed an 8-K reporting that on December 21, 2025 its Board approved an amendment to the Amended and Restated 2019 Stock Incentive Plan to remove limits on the number of shares that may be granted to non‑employee directors. The Board had previously approved an increase of 1,000,000 shares to the plan reserve, which stockholders ratified at the company’s December 22, 2025 annual meeting.
• The Board also appointed Cees Links as a director effective immediately following the December 22, 2025 annual meeting to fill the vacancy left by the retirement of Ian McWalter. Mr. Links was also named a member of the Audit Committee and has been designated an independent director.

Key Details

• Board action date: December 21, 2025; Annual Meeting: December 22, 2025; press release issued December 23, 2025.
• 2019 Plan: prior stockholder-approved increase of 1,000,000 shares; amendment removes per-director limits on awards to non‑employee directors (no specific dollar values disclosed).
• New director: Cees Links (age 68) — CEO of SuperLight Photonics B.V. since Jan 2024 (company restructured as Integrated Laser Photonics B.V. Oct 2025 after bankruptcy in Sept 2025); founder/former CEO of GreenPeak Technologies (acquired by Qorvo in 2016); M.Sc. and B.Sc. from University of Twente.
• Governance/compensation: Mr. Links is independent under SEC and Nasdaq rules, will join the Audit Committee, will be paid under the company’s non‑employee director compensation program, and will enter Peraso’s standard indemnification agreement. No related‑party transactions were reported.

Why It Matters

• For investors, the plan amendment gives Peraso flexibility to grant equity awards to non‑employee directors without a per‑director cap, which could increase dilution risk depending on future grants; note that the Board also added 1,000,000 shares to the plan reserve (stockholder‑approved).
• The appointment of an experienced semiconductor/photonics executive to the Board and Audit Committee may strengthen technical and oversight expertise relevant to Peraso’s business. The filing is procedural and governance‑focused; it does not report operational results or changes to senior executive management.