UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2026, Kopin Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment and restatement (the “Amendment”) of the Kopin Corporation 2020 Equity Incentive Plan (the “Plan”). The Company’s Board of Directors previously approved the Amendment of the Plan, subject to stockholder approval, at the Board of Directors meeting on April 16, 2026. The Amendment, among other changes, increased the number of shares available for issuance under the Plan and extended the term of the Plan.
The foregoing description of the Amendment of the Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the Amended and Restated Kopin Corporation 2020 Equity Incentive plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following matters were acted upon:
1. ELECTION OF DIRECTORS
Jill J. Avery, Michael Murray, David Nieuwsma, Margaret Seif and Paul Walsh Jr. were all elected to serve as directors of the Company each for a term expiring at the Company’s 2027 Annual Meeting and until their successors are duly elected and qualified.
The results of the election of directors are below.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Jill J. Avery | 69,327,462 | 688,359 | 44,749 | 44,251,551 | ||||
| Michael Murray | 69,720,247 | 301,272 | 39,051 | 44,251,551 | ||||
| David Nieuwsma | 69,371,283 | 590,168 | 99,119 | 44,251,551 | ||||
| Margaret Seif | 69,601,949 | 403,625 | 54,996 | 44,251,551 | ||||
| Paul V. Walsh Jr. | 69,348,820 | 616,606 | 95,144 | 44,251,551 |
2. APPROVAL OF THE AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 68,660,986 | 849,750 | 549,834 | 44,251,551 |
3. RATIFICATION OF APPOINTMENT OF BDO USA, P.C.AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 26, 2026.
A proposal to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm of the Company for the current fiscal year was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 112,844,182 | 1,223,442 | 244,497 | — |
4. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
An advisory vote to approve the compensation of the Company’s named executive officers was approved by the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 68,891,995 | 879,772 | 288,803 | 44,251,551 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Kopin Corporation Amended and Restated 2020 Equity Incentive Plan | |
| 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.
| KOPIN CORPORATION | |
| Dated: May 28, 2026 | /s/ Erich Manz |
| Erich Manz | |
| Treasurer and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |