Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.   )
Filed by the Registrant  x
Filed by a Party other than the Registrant  ¨
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
FormFactor, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form, Schedule or Registration Statement No.:
Filing Party:
Date Filed:


Commitment to Independence

Board Independence and Election of Richard DeLateur

[] The Board of Directors of FormFactor believes that a
majority of the directors of the
Company should be independent.

[] Currently four out of six directors are independent
under SEC and Nasdaq rules.

[] Prior to joining the FormFactor Board, one of our
independent directors, Richard DeLateur,
stepped in to serve as our CFO from May 2010 to May 2011 to
help begin the Company's
turn-around process.
-- Mr. DeLateur joined the Board in May 2011 after stepping
down from the CFO role when the Company appointed its
current CFO.
-- Because Mr. DeLateur's CFO service concluded more than
three years ago, it does not impair Mr. DeLateur's
independence under SEC and Nasdaq rules, although certain
proxy advisory services impose a 5-year standard, which
will not be satisfied until FormFactor's 2016 annual
-- The Board has specifically determined, considering all
relevant facts and circumstances, that Mr. DeLateur is

Board Action

[] The Board recently voted to increase the authorized size
of the Board from six to seven members
[] The Board has initiated a search for an additional
independent director, and will place particular
emphasis on identifying candidates who will add to the
diversity of backgrounds and skills
represented on the Board. The Board hopes to conclude the
search in the current quarter.
[] Once the new independent director is added to the
-- Five out of seven of the Board members will be
independent under SEC and Nasdaq standards; and
-- Four out of seven will be independent under the proxy
advisory service standards, with five out of seven
meeting this 5-year standard by the 2016 annual meeting.

[C]2014 FormFactor Inc. | Confidential -- Proprietary