IMMERSION CORPORATION (NASDAQ:IMMR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Stockholders approved amendments to the Immersion Corporation
2011 Equity Incentive Plan (the 2011 Plan) to (i)increase the
number of shares reserved for issuance by 3,476,850million shares
of common stock, (ii)increase the performance award dollar
limits, (iii)re-approve performance criteria under the 2011 Plan,
as required by Section162(m) of the Internal Revenue Code, and
(iv)make certain other clarifying, administrative and technical
changes to the 2011 Plan.
The foregoing description of the amendments to the 2011 Plan is
qualified in its entirety by the 2011 Plan itself, an as-amended
version of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
| Item3.03 |
Material Modification to Rights of Security Holders. |
The information set forth in Item5.03 of this Current Report on
Form 8-K is incorporated by reference into this Item3.03.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendments to Articles of Incorporation Sixth Article.On March30,
2017, the Board of Directors adopted an amendment to Sections A-C
of the Sixth Articleof the Companys Amended and Restated
Certificate of Incorporation, subject to stockholder approval, to
phase out the classification of the board of directors over a
three-year period beginning with the 2018 Annual Meeting of
Stockholders.
At the Companys 2017 Annual Meeting of Stockholders held on
June2, 2017, the stockholders approved the amendment, and the
amendment became effective upon the filing of the Amended and
Restated Certificate of Incorporation with the Secretary of State
of the State of Delaware.
The foregoing description of the amendments to the Companys
Amended and Restated Certificate of Incorporation is qualified in
its entirety by the certificate itself, an as-amended version of
which is attached hereto as Exhibit 3.1 and incorporated herein
by reference.
| Item5.07 |
Submissions of Matters to a Vote of Security Holders. |
On June2, 2017, Immersion held its 2017 Annual Meeting of
Stockholders. Proxies for the Annual Meeting were solicited to
Regulation14A of the Securities Exchange Act of 1934, as amended.
The following proposals were adopted as follows:
| 1. |
The election of three (3)ClassIII directors, Sharon Holt, Daniel McCurdy and Carl Schlachte, to serve for a term of three years and until their successor is elected and qualified, or until their earlier death, resignation or removal: |
|
Nominees |
Shares For |
Shares Withheld |
Broker Non-Votes |
|||
|
Sharon Holt |
14,483,577 | 5,526,871 | 4,734,092 | |||
|
Daniel McCurdy |
19,689,157 | 321,291 | 4,734,092 | |||
|
Carl Schlachte |
12,587,297 | 7,423,151 | 4,734,092 |
| 2. |
Ratification of the Appointment of Deloitte Touche LLP as Immersions independent registered public accounting firm for the fiscal year ending December31, 2017: |
|
Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
|||
|
24,624,374 |
65,307 | 54,859 |
| 3. |
Advisory vote in favor of the compensation of our named executive officers: |
|
Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
|||
|
13,569,450 |
6,168,698 | 272,300 | 4,734,092 |
| 4. |
Advisory vote in favor of the frequency of 1 year for holding an advisory vote on executive compensation: |
|
1 Year |
2 Year |
3 Year |
Shares Abstaining |
Broker Non-Votes |
||||
|
18,310,241 |
15,309 | 1,670,983 | 13,915 | 4,734,092 |
| 5. |
Approval of the amendment to the Amended and Restated Certificate of Incorporation: |
|
Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
|||
|
18,698,039 |
1,263,422 | 48,987 | 4,734,092 |
| 6. |
Approval of the amendments to the Immersion Corporation 2011 Equity Incentive Plan: |
|
Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes |
|||
|
13,517,978 |
6,426,035 | 66,435 | 4,734,092 |
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
ExhibitNo. |
Exhibit Title |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of Immersion Corporation (filed herewith) |
|
| 10.1# | Immersion Corporation 2011 Equity Incentive Plan |
| # | Management contract or compensatory plan or arrangement. |
About IMMERSION CORPORATION (NASDAQ:IMMR)
Immersion Corporation is a licensing company focused on the creation, design, development and licensing of haptic technologies that allow people to use their sense of touch when operating digital devices. The Company develops, licenses and supports a range of software and intellectual property (IP). It is focused on the markets, including mobile devices, wearables, consumer, mobile entertainment and other content; console gaming; automotive; medical, and commercial. It provides advanced tactile software, related tools and technical assistance to certain customers, and offers licenses to its patented IP to other customers. Its licenses enable customers to deploy haptically-enabled devices, content and other offerings, which they sell under own brand names. It holds patents, covering digital technologies and including ways in which touch-related technology can be incorporated into and between hardware products and components, systems software, application software, and digital content.
