Kopin (KOPN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 26, 2025, with five key proposals for shareholder vote, including director elections, amendments to the equity plan and certificate of incorporation, auditor ratification, and a say-on-pay advisory vote.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation via mail, phone, or internet.

• Forward-looking statements are included, highlighting risks and uncertainties that may affect future results.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, amending the 2020 Equity Incentive Plan to increase authorized shares from 14M to 19M, amending the certificate of incorporation to increase authorized common shares from 200M to 275M, ratifying BDO USA, P.C. as auditor, and approving executive compensation on an advisory basis.

• Proposals require majority approval, with specific voting standards and effects of abstentions and broker non-votes detailed.

• Shareholders can submit proposals and director nominations for future meetings, with clear deadlines and requirements outlined.

Board of directors and corporate governance

• The board consists of six members, with five standing for re-election; majority are independent per Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• The board values diversity in background and expertise and uses a formal process for director nominations, including consideration of shareholder suggestions.

• Annual board and committee meetings are well-attended, and directors are encouraged to attend annual meetings.