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.

• Shareholders of record as of May 1, 2025, are eligible to vote in person, by mail, phone, or internet.

• The proxy statement includes forward-looking statements subject to risks and uncertainties, referencing the latest 10-K for risk factors.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors for terms expiring at the 2026 annual meeting.

• Proposal 2: Amend the 2020 Equity Incentive Plan to increase authorized shares from 14M to 19M.

• Proposal 3: Amend the Certificate of Incorporation to increase authorized common shares from 200M to 275M.

• Proposal 4: Ratify BDO USA, P.C. as the independent auditor for fiscal 2025.

• Proposal 5: Advisory vote to approve executive compensation for 2024.

• Shareholder proposals and director nominations for 2026 must be submitted within specified timeframes per bylaws.

Board of directors and corporate governance

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

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

• Board diversity is considered in terms of education, experience, and reputation.

• Annual board and committee meetings had over 75% attendance.

• Stockholders can communicate directly with the board via established processes.