Item 5.02. Departure of Directors or Certain Officers: Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 of this Current Report on Form 8-K, on
For a further description of the terms and conditions of the Plan, amended, see
"PROPOSAL 3 - TO APPROVE AN AMENDMENT TO THE
Item 5.07. Submission of Matters to a Vote of Security Holders
On
Proposal 1.
The Company's shareholders elected eight (8) individuals to the Board of Directors as follows: Name Votes For Votes Withheld Broker Non-Votes Walter M. Fiederowicz 42,331,773 6,504,283 4,265,805 Dr. Frank Lee 46,353,831 2,482,225 4,265,805 Adam Lewis 48,368,144 467,912 4,265,805
George Macricostas 43,468,609 5,367,447 4,265,805 Mary Paladino 46,252,806 2,583,250 4,265,805 Mitchell G. Tyson 26,347,991 22,488,065 4,265,805 Proposal 2.
The Company's shareholders ratified the appointment of
Votes For Votes Against Abstentions 51,570,638 1,507,479 23,744 Proposal 3.
The Company's shareholders approved an amendment to the 2016 Equity Incentive Compensation Plan to increase the authorized shares of common stock available for issuance under the plan by an additional 1,000,000 shares. The amendment will increase the shares available for issuance under the plan from 4,000,000 to 5,000,000 shares and increase the shares under section 6(c)(i) from 2,000,000 shares to 5,000,000 shares.
Votes For Votes Against Abstentions Broker Non-Votes 46,449,272 2,304,952 81,832 4,265,805
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Proposal 4.
The Company's shareholders approved a non-binding advisory proposal as to the
frequency (every one, two or three years) with which the non-binding shareholder
vote to approve the compensation of our named executive officers should be
conducted. In light of the vote in favor of the frequency of one year, the
Board of Directors has determined that the Company will hold an advisory vote on
the compensation of its named executive officers every one year, until the next
required vote on the frequency of an advisory vote on executive compensation. It
is a requirement of the
1 Year 2 Years 3 years Abstain Broker Non-Votes 43,748,675 27,708 4,851,343 208,330 4,265,805
Proposal 5.
The Company's shareholders approved by non-binding vote a resolution relating to the compensation of the named executive officers of the Company as described in the compensation discussion and analysis and the narrative disclosure as included in the proxy statement relating to the annual meeting.
Votes For Votes Against Abstentions Broker Non-Votes 39,379,449 9,141,280 315,327 4,265,805
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 10.1Photronics, Inc. 2016 Equity Incentive Compensation Plan As AmendedMarch 16, 2023
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