FormFactor (FORM) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 15, 2026, to be held virtually for accessibility and inclusivity.

• Record 2025 revenues of $785 million, up 2.8% from 2024, driven by growth in generative AI applications and strategic diversification.

• Initiatives in 2025 included restructuring, new manufacturing facility in Texas, and acquisition of Keystone Photonics to strengthen product offerings.

• Board emphasizes diversity, skills assessment, and active shareholder engagement.

Voting matters and shareholder proposals

• Election of seven directors, including six independents and the CEO, for one-year terms.

• Amendment to Certificate of Incorporation to add officer exculpation and remove obsolete provisions.

• Advisory approval of 2025 executive compensation (say-on-pay).

• Amendment to 2012 Equity Incentive Plan to add 5,000,000 shares for future grants.

• Ratification of KPMG LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of seven members post-2026 meeting, with a majority independent and a separate Chairperson and CEO.

• Annual board and committee evaluations, CEO performance reviews, and succession planning.

• Board skills matrix covers leadership, finance, operations, IT, ESG, M&A, and AI expertise.

• Stock ownership guidelines for directors and executives; all are in compliance.

• No stockholder rights plan; one share equals one vote.