--- schema_version: "secwatch.filing_event.v1" accession: "0001039399-26-000025" form_type: "8-K" ticker: "FORM" cik: "0001039399" company_name: "FORMFACTOR INC" filed_at: "2026-05-19T20:15:05+00:00" generated_at: "2026-05-19T21:19:26.344357+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # FormFactor shareholders approve 5M share increase to equity plan, officer exculpation amendment ## Summary - Shareholders approved amendment to 2012 Equity Incentive Plan, increasing reserve by 5,000,000 shares (61.1M for, 4.2M against). - Shareholders approved amendment to Certificate of Incorporation to provide officer exculpation under Delaware law (57.2M for, 8.0M against). - All seven director nominees elected, including Rebeca Obregon Jimenez, Sheri Rhodes, Michael Slessor, and Kelley Steven-Waiss. - Advisory vote on executive compensation passed (64.4M for, 0.9M against); KPMG ratified as auditor for FY2026 (68.7M for, 2.6M against). ## SEC filing metadata - accession: 0001039399-26-000025 - form_type: 8-K - ticker: FORM - cik: 0001039399 - company_name: FORMFACTOR INC - filed_at: 2026-05-19T20:15:05+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1039399/000103939926000025/0001039399-26-000025-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1039399/000103939926000025/form-20260515.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001039399-26-000025 - JSON: https://secwatch.observer/filing/0001039399-26-000025.json - Plain text: https://secwatch.observer/filing/0001039399-26-000025.txt ## Key facts - Governance Changes FORMFACTOR INC: Amended certificate of incorporation to add officer exculpation provisions permitted by Delaware law and remove inoperative language about board classification and 2024 annual meeting reference (effective 2026-05-15). - Change: charter amendment - Effective: 2026-05-15 source text: At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “2026 Amended and Restated Certificate”) to provide for the exculpation of certain officers of the Company as permitted by Delaware law. evidence_url: https://www.sec.gov/Archives/edgar/data/1039399/000103939926000025/0001039399-26-000025-index.htm - Shareholder Votes FORMFACTOR INC shareholders approved Election of directors to the Company's Board of Directors, each to serve on the Company's Board for a term of one year or until their successor has been elected and qualified or until their earlier death, resignation or removal. at the 2026-05-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-15 source text: The Company held its Annual Meeting on May 15, 2026, online via live webcast. At the Annual Meeting, the Company's stockholders voted on the following five (5) proposals and cast their votes as follows: Proposal 1 : Election of directors to the Company's Board of Directors, each to serve on the Company's Board for a term of one year or until their successor has been elected and qualified or until their earlier death, resignation or removal. evidence_url: https://www.sec.gov/Archives/edgar/data/1039399/000103939926000025/0001039399-26-000025-index.htm - Shareholder Votes FORMFACTOR INC shareholders approved Amendment to the Company's Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2026-05-15 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-15 source text: Proposal 2 : Amendment to the Company's Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation: For Against Abstain Broker Non-Votes 57,208,977 8,035,431 86,332 6,014,202 This proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1039399/000103939926000025/0001039399-26-000025-index.htm - Shareholder Votes FORMFACTOR INC shareholders approved Ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026 at the 2026-05-15 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-15 source text: Proposal 5 : Ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026: For Against Abstain 68,722,097 2,550,990 71,855 This proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1039399/000103939926000025/0001039399-26-000025-index.htm - Shareholder Votes FORMFACTOR INC shareholders approved Amendment of the Company's 2012 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the 2012 Equity Incentive Plan by 5,000,000 shares at the 2026-05-15 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-05-15 source text: Proposal 4 : Amendment of the Company's 2012 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the 2012 Equity Incentive Plan by 5,000,000 shares: For Against Abstain Broker Non-Votes 61,050,935 4,205,923 73,882 6,014,202 This proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1039399/000103939926000025/0001039399-26-000025-index.htm - Shareholder Votes FORMFACTOR INC shareholders approved Non-binding advisory vote to approve the Company's executive compensation at the 2026-05-15 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-15 source text: Proposal 3 : Non-binding advisory vote to approve the Company's executive compensation: For Against Abstain Broker Non-Votes 64,373,166 862,263 95,311 6,014,202 The Company's stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1039399/000103939926000025/0001039399-26-000025-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.