Kopin (KOPN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, with four main proposals: election of five directors, approval of an amended equity incentive plan, ratification of the external auditor, and an advisory vote on executive compensation.

• Key 2025 highlights include a $15M strategic investment agreement, a $15.4M award for MicroLED technology, $61M in new orders, and a $41M private equity raise.

• The company continued its 'One Kopin' reorganization, consolidating business development and engineering functions.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, amending the 2020 Equity Incentive Plan, ratifying BDO USA as auditor, and approving executive compensation on an advisory basis.

• Procedures for submitting director nominations and other proposals for the 2027 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of five members, with four deemed independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with independent directors and defined charters.

• The board emphasizes diversity in skills and experience and has adopted governance guidelines, a code of ethics, and a whistleblower policy.

• Lead Independent Director role established in 2025.