Everspin shareholders approve amendment limiting officer liability, elect directors

EVERSPIN TECHNOLOGIES INC.

Amendment to certificate of incorporation to limit officer liability as permitted under Delaware law approved (11.3M for, 1.1M against).
Six director nominees elected with votes ranging from 9.5M to 12.4M for; Tara Long received 2.95M withheld.
Ratification of Ernst & Young as auditor for FY 2023 passed with 15.5M for, 169K against.
Advisory say-on-pay proposal approved with 12.0M for, 132K against.
All proposals passed at May 23, 2023 annual meeting; broker non-votes of 3.3M on director elections and other proposals.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

EVERSPIN TECHNOLOGIES INC.: Added Article IX limiting officer personal liability for monetary damages for breach of fiduciary duty to the fullest extent permitted under DGCL (effective 2023-05-25).

Change: charter amendment
Effective: 2023-05-25

Exact text from the filing

Certificate of Amendment to its Amended and Restated Certificate of Incorporation, which added a new Article IX to its Amended and Restated Certificate of Incorporation to read as follows: “ IX . No officer of the Company shall have any personal liability to the Company or its stockholders for monetary damages for any breach of fiduciary duty as an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

EVERSPIN TECHNOLOGIES INC. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to limit liability of certain officers as permitted by DGCL at the 2023-05-23 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-05-23

Exact text from the filing

Proposal 4: The amendment of the Everspin Technologies, Inc. Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Everspin as permitted pursuant to recent amendments to the Delaware General Corporation Law, as described in the proxy statement, was approved.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

EVERSPIN TECHNOLOGIES INC. shareholders approved Election of six directors at the 2023-05-23 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-05-23

Exact text from the filing

Proposal 1: Each of the six directors proposed by Everspin for election was elected by the following votes to serve until Everspin’s 2024 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

EVERSPIN TECHNOLOGIES INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-23 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-05-23

Exact text from the filing

Proposal 2: The appointment of Ernst & Young LLP as Everspin’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

EVERSPIN TECHNOLOGIES INC. shareholders approved Advisory vote to approve compensation of named executive officers (say-on-pay) at the 2023-05-23 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2023-05-23

Exact text from the filing

Proposal 3: The advisory vote to approve the compensation of Everspin’s named executive officers was approved.

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EVERSPIN TECHNOLOGIES INC. filing history →

Source: SEC EDGAR

accession 0001104659-23-064640

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