KOPIN CORP 8-K

What Happened

• Kopin Corporation held its 2026 Annual Meeting of Stockholders on May 21, 2026 and filed an 8-K on May 28, 2026. Shareholders approved an amendment and restatement of the Kopin 2020 Equity Incentive Plan (the “Amendment”), which increases the number of shares available under the Plan and extends its term. The Board had previously approved the Amendment on April 16, 2026, subject to stockholder approval. A copy of the Amended and Restated 2020 Equity Incentive Plan is attached as Exhibit 10.1 to the filing.
• Five director nominees were elected to one-year terms expiring at the 2027 annual meeting: Jill J. Avery, Michael Murray, David Nieuwsma, Margaret Seif and Paul V. Walsh Jr. Shareholder advisory approval of named executive officer compensation passed, and shareholders ratified BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 26, 2026.

Key Details

• Annual Meeting date: May 21, 2026; 8-K filed May 28, 2026.
• Equity Plan vote: 68,660,986 FOR, 849,750 AGAINST, 549,834 ABSTAIN; 44,251,551 broker non‑votes.
• Director election (Votes For / Against / Abstain; broker non‑votes 44,251,551 for each nominee):
  • Jill J. Avery: 69,327,462 / 688,359 / 44,749
  • Michael Murray: 69,720,247 / 301,272 / 39,051
  • David Nieuwsma: 69,371,283 / 590,168 / 99,119
  • Margaret Seif: 69,601,949 / 403,625 / 54,996
  • Paul V. Walsh Jr.: 69,348,820 / 616,606 / 95,144
• Auditor ratification: BDO USA, P.C. ratified with 112,844,182 FOR, 1,223,442 AGAINST, 244,497 ABSTAIN.
• Advisory “say-on-pay” vote: 68,891,995 FOR, 879,772 AGAINST, 288,803 ABSTAIN.

Why It Matters

• Approval of the amended equity incentive plan gives Kopin flexibility to grant more stock-based awards for hiring, retention and executive compensation; that can support growth but may also increase potential dilution for existing shareholders.
• Re-election of the five directors and ratification of BDO provide continuity in governance and auditing oversight.
• The advisory approval of executive compensation indicates shareholder support for the company’s pay practices as presented at the meeting.