--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-012836" form_type: "8-K" ticker: "PLAB" cik: "0000810136" company_name: "PHOTRONICS INC" filed_at: "2023-03-21T23:59:59+00:00" generated_at: "2026-06-17T22:40:33.433637+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Photronics shareholders approve 1M share increase to equity compensation plan ## Summary - Shareholders approved amendment to 2016 Equity Plan; authorized shares increased by 1,000,000 to 5,000,000. - Section 6(c)(i) shares increased from 2,000,000 to 5,000,000 shares. - All eight director nominees were elected; Deloitte & Touche ratified as auditor for FY2023. - Non-binding say-on-pay approved; frequency set at every 1 year. ## SEC filing metadata - accession: 0001140361-23-012836 - form_type: 8-K - ticker: PLAB - cik: 0000810136 - company_name: PHOTRONICS INC - filed_at: 2023-03-21T23:59:59+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, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/810136/000114036123012836/0001140361-23-012836-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/810136/000114036123012836/brhc10049907_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-012836 - JSON: https://secwatch.observer/filing/0001140361-23-012836.json - Plain text: https://secwatch.observer/filing/0001140361-23-012836.txt ## Key facts - Shareholder Votes PHOTRONICS INC shareholders approved Election of eight directors to the Board of Directors. at the 2023-03-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-03-16 source text: Proposal 1. The Company’s shareholders elected eight (8) individuals to the Board of Directors as follows: Name Votes For Votes Withheld Broker Non-Votes Walter M. Fiederowicz 42,331,773 6,504,283 4,265,805 Dr. Frank Lee 46,353,831 2,482,225 4,265,805 Adam Lewis 48,368,144 467,912 4,265,805 Daniel Liao 45,392,697 3,443,359 4,265,805 Constantine S. Macricostas 44,748,526 4,087,530 4,265,805 George Macricostas 43,468,609 5,367,447 4,265,805 Mary Paladino 46,252,806 2,583,250 4,265,805 Mitchell G. Tyson 26,347,991 22,488,065 4,265,805 evidence_url: https://www.sec.gov/Archives/edgar/data/810136/000114036123012836/0001140361-23-012836-index.htm - Shareholder Votes PHOTRONICS INC shareholders approved Approval of an amendment to the 2016 Equity Incentive Compensation Plan to increase authorized shares by an additional 1,000,000 shares. at the 2023-03-16 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-03-16 source text: Proposal 3. The Company’s shareholders approved an amendment to the 2016 Equity Incentive Compensation Plan to increase the authorized shares of common stock available for issuance under the plan by an additional 1,000,000 shares. The amendment will increase the shares available for issuance under the plan from 4,000,000 to 5,000,000 shares and increase the shares under section 6(c)(i) from 2,000,000 shares to 5,000,000 shares. Votes For Votes Against Abstentions Broker Non-Votes 46,449,272 2,304,952 81,832 4,265,805 evidence_url: https://www.sec.gov/Archives/edgar/data/810136/000114036123012836/0001140361-23-012836-index.htm - Shareholder Votes PHOTRONICS INC shareholders approved Non-binding advisory vote on the frequency of shareholder vote on executive compensation. at the 2023-03-16 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-03-16 source text: Proposal 4. The Company's shareholders approved a non-binding advisory proposal as to the frequency (every one, two or three years) with which the non-binding shareholder vote to approve the compensation of our named executive officers should be conducted. In light of the vote in favor of the frequency of one year, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers every one year, until the next required vote on the frequency of an advisory vote on executive compensation. It is a requirement of the Securities and Exchange Commission to hold such votes on frequency every six years. 1 Year 2 Years 3 years Abstain Broker Non-Votes 43,748,675 27,708 4,851,343 208,330 4,265,805 evidence_url: https://www.sec.gov/Archives/edgar/data/810136/000114036123012836/0001140361-23-012836-index.htm - Shareholder Votes PHOTRONICS INC shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2023. at the 2023-03-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-03-16 source text: Proposal 2. The Company's shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2023 as set forth below: Votes For Votes Against Abstentions 51,570,638 1,507,479 23,744 evidence_url: https://www.sec.gov/Archives/edgar/data/810136/000114036123012836/0001140361-23-012836-index.htm - Shareholder Votes PHOTRONICS INC shareholders approved Non-binding advisory vote to approve the compensation of the named executive officers. at the 2023-03-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-03-16 source text: Proposal 5. The Company's shareholders approved by non-binding vote a resolution relating to the compensation of the named executive officers of the Company as described in the compensation discussion and analysis and the narrative disclosure as included in the proxy statement relating to the annual meeting. Votes For Votes Against Abstentions Broker Non-Votes 39,379,449 9,141,280 315,327 4,265,805 evidence_url: https://www.sec.gov/Archives/edgar/data/810136/000114036123012836/0001140361-23-012836-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.