Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  May 17, 2019



(Exact Name of Registrant as Specified in Charter)


Delaware 000-50307 13-3711155
(State or Other Jurisdiction of
(Commission File Number) (I.R.S. Employer
Identification Number)

7005 Southfront Road 

Livermore, CA 94551

(Address of Principal Executive Offices)
  (925) 290-4000  
(Registrant’s telephone number, including area code)
Not Applicable

(Former Name or Former Address, if Changed Since Last Report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class  




Name of each exchange 

on which registered

Common Stock, $0.001 par value   “FORM”   NASDAQ Global Market


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).


Emerging growth company


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 5.07. Submission of Matters to a Vote of Security Holders.


FormFactor, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on May 17, 2019 at its corporate headquarters at 7005 Southfront Road, Livermore, California 94551. At the meeting, the Company’s stockholders voted on the following four (4) proposals and cast their votes as follows:


Proposal 1: Election of three Class I directors to the Company’s Board of Directors, each to serve for a term of three years or until his or her successor has been elected and qualified or until his earlier death, resignation or removal. The director nominees were:


Nominee  For  Against  Abstain  Broker Non-Votes
Lothar Maier   51,355,226    13,412,365    8,091    5,997,429 
Kelley Steven-Waiss   62,899,450    1,868,112    8,120    5,997,429 
Michael W. Zellner   53,061,585    11,706,976    7,121    5,997,429 


Each director nominee was elected a director of the Company.


Proposal 2: Non-binding advisory vote to approve the Company’s executive compensation:


For  Against  Abstain  Broker Non-Vote
 63,718,134    962,856    94,692    5,997,429 


The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting.


Proposal 3: Ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2019:


For  Against  Abstain
 70,728,339    29,053    15,719 


This proposal was approved.


Proposal 4: Amendment and restatement of the 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 2,000,000 shares:


For  Against  Abstain  Broker Non-Vote
 61,431,174    3,328,807    15,701    5,997,429 


This proposal was approved.






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.


Date: May 22, 2019


  By: /s/ Jason Cohen  
    Name: Jason Cohen  
    Title: Vice President,
General Counsel and Secretary