UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2025, MicroVision, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the authorized number of shares of the Company’s capital stock to 535,000,000 shares, consisting of (i) 510,000,000 shares of common stock, $.001 par value (“Common Stock”) and (ii) 25,000,000 shares of preferred stock, $.001 par value. The Certificate of Amendment was effective upon the filing thereof with the Secretary of State of the State of Delaware. The Board approved the Certificate of Amendment on June 6, 2025, and as further described under Item 5.07 below, the proposal for the Certificate of Amendment was approved by the Company’s shareholders at the Company’s annual meeting of shareholders held on June 6, 2025. The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The MicroVision, Inc. annual meeting of shareholders was held on June 6, 2025. According to the inspector of election, shareholders were present in person or by proxy representing 161,398,357 shares, or 65.66% of Common Stock entitled to vote. The shareholders voted on five proposals, which are described in detail in MicroVision, Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025, with the following results:
Proposal 1. All seven of the Company’s nominees for director were elected to hold office until the next annual meeting of shareholders.
| Nominee | For | Withheld | Broker Non-Votes | |||
| Simon Biddiscombe | 99,439,664 | 7,619,941 | 54,338,752 | |||
| Robert P. Carlile | 99,588,982 | 7,470,623 | 54,338,752 | |||
| Jeffrey A. Herbst | 99,842,854 | 7,216,751 | 54,338,752 | |||
| Sumit Sharma | 98,311,173 | 8,748,432 | 54,338,752 | |||
| Peter Schabert | 99,542,625 | 7,516,980 | 54,338,752 | |||
| Jada Smith | 99,643,804 | 7,415,801 | 54,338,752 | |||
| Mark B. Spitzer | 96,843,081 | 10,216,524 | 54,338,752 |
Proposal 2. Shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock, which required a majority of outstanding shares of Common Stock for approval.
| For: | 145,459,632 | |
| Against: | 15,266,190 | |
| Abstain: | 672,535 | |
| Broker Non-Votes: | 0 |
Proposal 3. Shareholders approved an amendment to the 2022 MicroVision, Inc. Equity Incentive Plan.
| For: | 84,098,929 | |
| Against: | 19,032,357 | |
| Abstain: | 3,928,319 | |
| Broker Non-Votes: | 54,338,752 |
Proposal 4. Shareholders approved, on an advisory basis, the named executive officer compensation.
| For: | 82,683,644 | |
| Against: | 19,765,997 | |
| Abstain: | 4,609,964 | |
| Broker Non-Votes: | 54,338,752 |
Proposal 5. Shareholders ratified the appointment of Moss Adams LLP or any successor firm, including Baker Tilly, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For: | 151,942,313 | |
| Against: | 5,029,003 | |
| Abstain: | 4,427,041 | |
| Broker Non-Votes: | 0 |
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Pursuant to the rules and regulations of the SEC, the attached exhibit is deemed to have been furnished to, but not filed with, the SEC.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MICROVISION, INC. | ||
| By: | /s/ Drew G. Markham | |
| Drew G. Markham | ||
| Senior Vice President, General Counsel and Secretary | ||
| Dated: June 6, 2025 | ||