What is a proxy?

A proxy is a person you appoint to vote on your behalf. By using the methods discussed above, you will be appointing Jeff A. Hawthorne, our President and Chief Executive Officer, and Jeffrey W. Tomz, our Chief Financial Officer and Corporate Secretary, as your proxies. They may act together or individually to vote on your behalf, and will have the authority to appoint a substitute to act as proxy. If you are unable to attend the Annual Meeting, please vote by proxy so that your shares of common stock may be voted.

How will my proxy vote my shares?

If you are a stockholder of record, your proxy will vote according to your instructions. If you choose to vote by mail and complete and return the enclosed proxy card but do not indicate your vote, your proxy will vote “FOR” the election of the nominated slate of directors (see Proposal 1); “FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers (see Proposal 2); and “FOR” the ratification of PMB Helin Donovan as our independent registered public accounting firm for the fiscal year ending December 31, 2014 (see Proposal 3). We do not intend to bring any other matter for a vote at the Annual Meeting, and we do not know of anyone else who intends to do so. Your proxies are authorized to vote on your behalf, however, using their best judgment, on any other business that properly comes before the Annual Meeting.

How do I change my vote?

If you are a stockholder of record, you may revoke your proxy at any time before your shares are voted at the Annual Meeting by:

·	Notifying our Corporate Secretary, Jeffrey W. Tomz, in writing at 8708 Technology Forest Pl., Ste. 100, The Woodlands, TX 77381, that you are revoking your proxy;

Submitting a proxy at a later date via the Internet, or by signing and delivering a proxy card relating to the same shares and bearing a later date than the date of the previous proxy prior to the vote at the Annual Meeting, in which case your later-submitted proxy will be recorded and your earlier proxy revoked; or

·	Attending and voting by ballot at the Annual Meeting.

If your shares are held in the name of a bank, broker or other nominee, you should check with your bank, broker or other nominee and follow the voting instructions your bank, broker or other nominee provides.

Who will count the votes?

A representative from PMB Helin Donovan, our auditors, will act as the inspector of election and count the votes.

What constitutes a quorum?

The holders of a majority of the ~~9,982,921~~12,349,047 eligible votes as of the record date, either present or represented by proxy, constitute a quorum. A quorum is necessary in order to conduct the Annual Meeting. If you choose to have your shares represented by proxy at the Annual Meeting, you will be considered part of the quorum. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. If a quorum is not present at the Annual Meeting, the stockholders present in person or by proxy may adjourn the meeting to a later date. If an adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

What vote is required to approve each proposal?

Election of Directors. For Proposal 1, the election of directors, the nominees will be elected by a plurality of the votes of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. This means that the ~~seven~~eight nominees with the most votes for election will be elected. You may choose to vote, or withhold your vote, separately for each nominee. A properly executed proxy or voting instructions marked “WITHHOLD” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for the purposes of determining whether there is a quorum.

~~Frequency of Holding an Advisory Vote on Executive Compensation~~. Proposal 2 is an advisory vote and is non-binding on the Company and the Board. The proposal solicits advice only as to how frequently we should seek future advisory votes on executive compensation and, therefore, there is no minimum number of votes required with respect to the proposal. Instead, ~~the one year, two year or three year period option receiving the largest number of votes and constituting at least a majority of the quorum will constitute the advisory vote.~~

Say-on-Pay Proposal. Proposal 32 is an advisory vote and is non-binding on the Company and the Board. The proposal solicits advice only and therefore, there is no minimum number of votes required with respect to the Say-on-Pay Proposal.

Ratification of the Appointment of Independent Registered Public Accounting Firm. For Proposal 4, the affirmative vote of the holders of shares of stock having a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter will be required for approval.

~~Approval of the Uni-Pixel, Inc. 2013 Stock Incentive Plan. For Proposal 5,~~3, the affirmative vote of the holders of shares of stock having a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter will be required for approval.

Other Proposals. Any other proposal that might properly come before the meeting will require the affirmative vote of the holders of shares of stock having a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter at the meeting in order to be approved, except when a different vote is required by law, our certificate of incorporation or our Bylaws. On any such proposal, abstentions will be counted as present and entitled to vote on that matter for purposes of establishing a quorum, but will not be counted for purposes of determining the number of votes cast.

Abstentions and broker non-votes with respect to any matter will be counted as present and entitled to vote on that matter for purposes of establishing a quorum, but will not be counted for purposes of determining the number of votes cast. Accordingly, abstentions and broker non-votes will have no effect on the outcome of voting with respect to any of the Proposals.

What percentage of our common stock do our directors and officers own?

As of ~~January~~May 31, ~~2013,~~2014, our ~~current directors~~director-nominees and executive officers beneficially owned approximately ~~15.6%~~14.8% of our outstanding common ~~stock outstanding.~~stock. See the discussion under the heading “Security Ownership of Certain Beneficial Owners and Management” on page 2426 for more details.

Who is soliciting proxies, how are they being solicited, and who pays the cost?

We, on behalf of our Board, through our directors, officers, and employees, are soliciting proxies primarily by mail and the Internet. Further, proxies may also be solicited in person, by telephone, or facsimile. We will pay the cost of soliciting proxies. We will also reimburse stockbrokers and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the owners of our common stock.

Who is our Independent Registered Public Accounting Firm, and will they be represented at the Annual Meeting?

PMB Helin Donovan served as the independent registered public accounting firm auditing and reporting on our financial statements for the fiscal year ended December 31, ~~2012~~2013 and has been appointed to serve as our independent registered public accounting firm for ~~2013.~~2014. We expect that representatives of PMB Helin Donovan will be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions at the Annual Meeting.

What are the recommendations of our Board?

The recommendations of our Board are set forth together with the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:

·	FOR the election of the nominated directors (see Proposal 1);

·	~~FOR the approval, on an advisory basis, of a vote on executive compensation to be held every one year (see Proposal 2);~~

·	FOR the approval, in an advisory capacity, of the compensation paid to our named executive officers (see Proposal 3)2);

·	FOR the ratification of PMB Helin Donovan as our independent registered public accounting firm for the fiscal year ending December 31, ~~2013~~2014 (see Proposal ~~4).~~

·	~~FOR the approval of an amendment to the Uni-Pixel, Inc. 2011 Stock Incentive Plan (see Proposal 5)~~3).

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

If you sign and return your proxy card but do not specify how you want to vote your shares, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board.

GOVERNANCE OF THE COMPANY

Our business, property and affairs are managed by, or under the direction of, our Board, in accordance with the General Corporation Law of the State of Delaware and our Bylaws. Members of the Board are kept informed of our business through discussions with the Chief Executive Officer and other key members of management, by reviewing materials provided to them by management, and by participating in meetings of the Board and its Committees. There are no family relationships between any director, executive officer or person nominated to become a director.

We continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active in evaluating or setting best practices for corporate governance of public companies. Based on this review, we have adopted, and will continue to adopt, changes that the Board believes are the appropriate corporate governance policies and practices for our Company.

Stockholder Communications

Stockholders may communicate with the members of the Board, either individually or collectively, by writing to the Board at 8708 Technology Forest Pl., Ste. 100, The Woodlands, TX 77381. These communications will be reviewed by the office of the Corporate Secretary as agent for the non-employee directors in facilitating direct communication to the Board. The Corporate Secretary’s office will treat communications containing complaints relating to accounting, internal accounting controls, or auditing matters as reports under our Whistleblower Policy. Further, the Corporate Secretary’s office will disregard communications that are bulk mail, solicitations to purchase products or services not directly related either to us or the non-employee directors’ roles as members of the Board, sent other than by stockholders in their capacities as such or from particular authors or regarding particular subjects that the non-employee directors may specify from time to time, and all other communications which do not meet the applicable requirements or criteria described below, consistent with the instructions of the non-employee directors.

General Communications. The Corporate Secretary’s office will summarize all stockholder communications directly relating to our business operations, the Board, our officers, our activities or other matters and opportunities closely related to us. This summary and copies of the actual stockholder communications will then be circulated to the Chairman of the Nominating and Corporate Governance Committee (the “Governance Committee”).

Stockholder Proposals and Director Nominations and Recommendations. Stockholder proposals are reviewed by the Corporate Secretary’s office for compliance with the requirements for such proposals set forth in our Bylaws and in Regulation ~~14A of~~14a-8 promulgated under the Securities Exchange Act of 1934 (“Exchange Act”). Stockholder proposals that meet these requirements will be summarized by the Corporate Secretary’s office. Summaries and copies of the stockholder proposals are circulated to the Chairman of the Governance Committee.

Stockholder nominations for directors are reviewed by the Corporate Secretary’s office for compliance with the requirements for director nominations that are set forth in our Bylaws. Stockholder nominations for directors that meet these requirements are summarized by the Corporate Secretary’s office. Summaries and copies of the nominations or recommendations are then circulated to the Chairman of the Governance Committee.

The Governance Committee will consider director candidates recommended by stockholders. If a director candidate is recommended by a stockholder, the Governance Committee expects to evaluate such candidate in the same manner it evaluates director candidates it identifies. Stockholders desiring to make a recommendation to the Governance Committee should follow the procedures set forth above regarding stockholder nominations for directors.

Retention of Stockholder Communications. Any stockholder communications which are not circulated to the Chairman of the Governance Committee because they do not meet the applicable requirements or criteria described above will be retained by the Corporate Secretary’s office for at least ninety calendar days from the date on which they are received, so that these communications may be reviewed by the directors generally if such information relates to the Board as a whole, or by any individual to whom the communication was addressed, should any director elect to do so.

Distribution of Stockholder Communications. Except as otherwise required by law or upon the request of a non-employee director, the Chairman of the Governance Committee will determine when and whether a stockholder communication should be circulated among one or more members of the Board and/or Company management.

Attendance at Annual Meetings. We encourage our board members to attend the annual meeting each year. All board members attended last year’s annual meeting.

Independence of Directors

The Governance Committee operates pursuant to a charter, which can be viewed on our website at http://www.unipixel.com (under “Investors”). In determining the independence of our directors, we apply the definition of “independent director” provided under the listing rules of The NASDAQ Stock Market LLC (“NASDAQ”). Pursuant to these rules, the Board concluded its annual review of director independence in ~~May 2012.~~April 2014. After considering all relevant facts and circumstances, the Board affirmatively determined that all of the directors then serving on the Board, including those nominated for election at the Annual Meeting with the exception of ~~Reed J. Killion,~~Jeff A. Hawthorne, who is employed by us, are independent of us under NASDAQ’s rules.

Committees of our Board

The Board has three standing committees: the Audit Committee (all Audit Committee members satisfy the independence standards of the Exchange Act and NASDAQ’s rules), the Compensation Committee, and the Governance Committee. Carl J. Yankowski (Chairman), William Wayne Patterson and Anthony J. LeVecchio are the current members of the Audit Committee. Bernard T. Marren (Chairman), Bruce I. Berkoff, and Ross A. Young are the current members of the Compensation Committee. Bruce I. Berkoff (Chairman), Ross A. Young and William Wayne Patterson are the current members of the Governance Committee. Charters have been adopted for all committees. The Board held 1513 meetings during the year ended December 31, ~~2012.~~2013. Each of our directors attended at least 75% of the aggregate Board meetings and meetings of the Board committee(s) of which he or she is a member.

Audit Committee

The Audit Committee consists of three non-employee directors, all of whom are “independent” as defined under section ~~5605 (a)~~5605(a)(2) of the NASDAQ Listing Rules. In addition, the Board has determined that Carl J. Yankowski, the Chairman of our Audit Committee, qualifies as an “audit committee financial expert” as defined in the rules of the SEC. The Audit Committee operates pursuant to a charter, which can be viewed on our website at www.unipixel.com (under “Investors”). The Audit Committee met 4 times during ~~2012~~2013 with all members in attendance at each meeting. The role of the Audit Committee is to:

·	oversee management’s preparation of our financial statements and management’s conduct of the accounting and financial reporting processes;

·	oversee management’s maintenance of internal controls and procedures for financial reporting;

·	oversee our compliance with applicable legal and regulatory requirements, including without limitation, those requirements relating to financial controls and reporting;

·	oversee the independent auditor’s qualifications and independence;

·	oversee the performance of the independent auditors, including the annual independent audit of our financial statements;

·	prepare the report required by the rules of the SEC to be included in our Proxy Statement; and

·	discharge such duties and responsibilities as may be required of the Committee by the provisions of applicable law, rule or regulation.

Compensation Committee

The Compensation Committee consists of three non-employee directors, all of whom are “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules. The Compensation Committee met two times during ~~2012~~2013 with all members in attendance at each meeting. The role of the Compensation Committee is to:

·	develop and recommend to the independent directors of the Board the annual compensation (base salary, bonus, stock options and other benefits) for our President/Chief Executive Officer;

·	review, approve and recommend to the independent directors of the Board the annual compensation (base salary, bonus and other benefits) for all of our executives (Vice Presidents and above);

·	review, approve and recommend to the Board the aggregate number of stock options to be granted to employees below the level of Vice President;

·	ensure that a significant portion of executive compensation is reasonably related to the long-term interest of our stockholders; and

·	prepare certain portions of our annual Proxy Statement, including an annual report on executive compensation.

A copy of the charter of the Compensation Committee is available on our website at www.unipixel.com (under “Investors”).

The Compensation Committee may form and delegate a subcommittee consisting of one or more members to perform the functions of the Compensation Committee. The Compensation Committee may engage outside advisers, including outside auditors, attorneys and consultants, as it deems necessary to discharge its responsibilities. The Compensation Committee has sole authority to retain and terminate any compensation expert or consultant to be used to provide advice on compensation levels or assist in the evaluation of director, President/Chief Executive Officer or senior executive compensation, including sole authority to approve the fees of any expert or consultant and other retention terms. In addition, the Compensation Committee considers, but is not bound by, the recommendations of our Chief Executive Officer with respect to the compensation packages of our other executive officers.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, or the “Governance Committee”, consists of three independent directors, as that term is defined in section 5605(a)(2) of the NASDAQ Listing Rules. The Governance Committee met two times during ~~2012~~2013 with all members in attendance at each meeting. The role of the Governance Committee is to:

·	evaluate from time to time the appropriate size (number of members) of the Board and recommend any increase or decrease;

·	determine the desired skills and attributes of members of the Board, taking into account the needs of the business and listing standards;

·	establish criteria for prospective members, conduct candidate searches, interview prospective candidates, and oversee programs to introduce the candidate to us, our management, and operations;

·	to review on an annual basis and recommend to the Board one member of the Board to serve as Chair;

·	annually recommend to the Board persons to be nominated for election as directors;

·	recommend to the Board the members of all standing Committees;

·	adopt or develop for Board consideration corporate governance principles and policies; and

·	provide oversight to the strategic planning process conducted annually by our management.

A copy of the charter of the Governance Committee is available on our website at www.unipixel.com (under “Investors”).

Director Qualifications and Diversity

The Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. Candidates should have substantial experience with one or more publicly traded companies or should have achieved a high level of distinction in their chosen fields. The Board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in technology; research and development; finance, accounting and banking; or marketing and sales.

In evaluating nominations to the Board of Directors, the Governance Committee also looks for certain personal attributes, such as integrity, ability and willingness to apply sound and independent business judgment, comprehensive understanding of a director’s role in corporate governance, availability for meetings and consultation on Company matters, and the willingness to assume and carry out fiduciary responsibilities. ~~Qualified~~Each of the candidates nominated for ~~membership on~~election to our Board was recommended by the ~~Board will be considered without regard to race, color, religion, sex, ancestry, national origin or disability.~~Governance Committee.

Compensation Committee Interlocks and Insider Participation

During ~~2012,~~2013, Bernard T. Marren, Bruce I. Berkoff, and Ross A. Young served on the Compensation Committee. None of these individuals has ever been an officer or employee of ours. Mr. Marren was not a member of the Compensation Committee from December 30, 2013 through April 14, 2014 while Mr. Marren was co-interim Chief Executive Officer and co-interim President. In addition, none of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or the Compensation Committee.

Code of Conduct

We adopted a Code of Business Conduct and Ethics (“Code of Ethics”) applicable to our principal executive officer and principal financial and accounting officer and any persons performing similar functions. In addition, the Code of Ethics applies to our employees, officers, directors, agents and representatives. The Code of Ethics requires, among other things, that our employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in our best interest.

The Code of Ethics includes procedures for reporting violations of the Code of Ethics. In addition, the Sarbanes-Oxley Act of 2002 requires companies to have procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Code of Ethics is intended to comply with the rules of the SEC and includes these required procedures. The Code of Ethics is available on our website at www.unipixel.com (under “Investors”).

Risk Oversight

Enterprise risks are identified and prioritized by management and each prioritized risk is assigned to a Board committee or the full Board for oversight as follows:

Full Board - Risks and exposures associated with strategic, financial and execution risks and other current matters that may present material risk to our operations, plans, prospects or reputation.

Audit Committee - Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters.

Governance Committee - Risks and exposures relating to corporate governance and management and director succession planning.

Compensation Committee - Risks and exposures associated with leadership assessment, and compensation programs and arrangements, including incentive plans.

Board Leadership Structure

The Chairman of the Board presides at all meetings of the Board. The Chairman is appointed on an annual basis by at least a majority vote of the remaining directors. Currently, the offices of Chairman of the Board and Chief Executive Officer are separated. The Company has no fixed policy with respect to the separation of the offices of the Chairman of the Board and Chief Executive Officer. The Board believes that the separation of the offices of the Chairman of the Board and Chief Executive Officer is in the best interests of the Company and will ~~continue to make~~review this determination from time to time.

Review, Approval or Ratification of Transactions with Related Persons.

The Board of Directors reviews issues involving potential conflicts of interest, and reviews and approves all related party transactions, including those required to be disclosed as a “related party” transaction under applicable federal securities laws. The Board has not adopted any specific procedures for conducting reviews of potential conflicts of interest and considers each transaction in light of the specific facts and circumstances presented. However, to the extent a potential related party transaction is presented to the Board, the Company expects that the Board would become fully informed regarding the potential transaction and the interests of the related party, and would have the opportunity to deliberate outside of the presence of the related party. The Company expects that the Board would only approve a related party transaction that was in the best interests of the Company, and further would seek to ensure that any completed related party transaction was on terms no less favorable to the Company than could be obtained in a transaction with an unaffiliated third party. Other than as described above, no transaction requiring disclosure under applicable federal securities laws occurred during fiscal year ~~2012~~2013 that was submitted to the Board of Directors for approval as a “related party” transaction.

Compliance with Section 16 of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company believes that all of its directors, officers and applicable stockholders timely filed these reports.

PROPOSAL 1 — ELECTION OF DIRECTORS

Nominees for Election

The Board currently has seven members. Our Board, upon the recommendation of the Governance Committee, has nominated eight individuals to serve as directors, including each of our seven incumbent ~~directors for re-election at the Annual Meeting.~~directors. Each nominee has agreed, if elected, to serve ~~a one-year term~~until the next annual meeting of stockholders or until the election and qualification of his or her successor. If any nominee is unable to stand for election, which circumstance we do not anticipate, the Board may provide for a lesser number of directors or designate a substitute. In the latter event, shares represented by proxies may be voted for a substitute nominee.

If a quorum is present at the Annual Meeting, then nominees will be elected by a plurality of the votes of the shares of common stock present in person or represented by proxy and entitled to vote at the meeting. There is no cumulative voting in the election of directors.

The following biographical information is furnished as to each nominee for election as a director:

~~Reed J. Killion~~Jeff A. Hawthorne. Biographical information for Mr. ~~Killion~~Hawthorne is set forth below under “Executive Compensation and Related Information”. We believe that Mr. ~~Killion’s~~Hawthorne’s business experience, in particular his experience as an executive in several other companies, qualify him to serve as a Director of Uni-Pixel, Inc.

Bernard T. Marren, ~~77.~~78. Mr. Marren has served as a director since March 16, 2007 and has been Chairman of our Board of Directors since May 1, 2008. Mr. Marren ~~is currently~~was appointed interim co-Chief Executive Officer, interim co-President, and co-Principal Executive Officer from December 30, 2013 to April 14, 2014. From May 1998 to December 2013, Mr. Marren was the President and CEO of OPTi, Inc., a company that licenses intellectual property for logic chips. In a career that spans more than 40 years, Mr. Marren was both a founder of and the top executive with multiple companies that pioneered new semiconductor technologies. He also served as chief executive with a number of high-tech firms, and is widely regarded for his leadership in sales and marketing, engineering and operations. He has been associated in his career with Western Micro Technology, Inc., Silicon Engineering, Inc., INNO COMM Wireless, American MicroSystems, Inc., and Fairchild Semiconductor. Extending his executive leadership to the electronics industry as a whole, Mr. Marren was a founder and the first President of the Semiconductor Industry Association. He is also a past President and Chairman of the National Electronic Distributors Association and a past President of the Electronic Industry Show Corporation. Mr. Marren is a graduate of the Illinois Institute of Technology (BSEE).

Mr. Marren’s technology industry experience, particularly as it relates to our industry, makes him highly qualified to lead our Board. ~~His~~Due to his business experience and educational background, Mr. Marren is well-versed in the review and evaluation of financial statements of publicly traded companies, which gives him the qualifications and skills to serve as a Director of Uni-Pixel, Inc.

Carl J. Yankowski, ~~64.~~65. Mr. Yankowski has served as a director since March 16, 2007. Mr. Yankowski was appointed interim co-Chief Executive Officer, interim co-President, and co-Principal Executive Officer from December 30, 2013 to April 14, 2014. Mr. Yankowski has served as the CEO of Westerham Group since 2001. Mr. Yankowski also served as the CEO of Ambient Devices, Inc. and helped capitalize Ambient. Mr. Yankowski was named CEO of Palm, Inc. in December 1999, three months before its initial public offering that raised in excess of $1 billion. Immediately prior to joining Palm, Mr. Yankowski was CEO of the Reebok Brand, where he led the worldwide Reebok-brand business, a multibillion dollar enterprise that ~~recently~~eventually merged with Adidas. During his tenure at Reebok, Mr. Yankowski successfully reorganized the Company for growth, significantly streamlined operations, and improved profitability. Mr. Yankowski spent over four years at Sony Electronics, Inc. as President and COO where he was responsible for the development and launch of numerous successful products in growing markets and new business categories for Sony, including DVD, CDMA, digital imaging, and VAIO personal computers. He also oversaw the initial U.S. launch of PlayStation. Mr. Yankowski led Sony to profitable U.S. revenue growth from $6+ Billion to over $10 Billion, and oversaw a dramatic expansion of U.S. manufacturing. In an earlier position as Chairman of Polaroid’s Asia Pacific Region, Mr. Yankowski led growth in the business imaging market globally and ~~set up~~established the Company’s Asia Pacific headquarters. Mr. Yankowski has held marketing and strategic leadership positions in several other prestigious technology and consumer-products companies, including General Electric Co., Pepsi, Memorex and Procter & Gamble. Mr. Yankowski earned simultaneous ~~bachelors~~Bachelors of Science degrees in electrical engineering materials science and management from Massachusetts Institute of Technology (“MIT”). He serves or has served on the visiting committee of the MIT Media Lab, and the Boards of Informatica, Avidyne, and many other public and private firms, plus the Boston College Carroll School of Business and the MIT Sloan School of Business.

Mr. Yankowski’s leadership roles in numerous fortune 500 companies make him a valuable member of our Board of Directors and Audit Committee. The extensive management experience he has acquired in these roles provide him with the knowledge to deal with financial, accounting, regulatory and administrative matters. Mr. Yankowski is well-versed in accounting principles and financial reporting rules and regulations, and is equipped to evaluate financial results and lead our Audit Committee.

Bruce I. Berkoff, ~~52.~~53. Mr. Berkoff has served as a director since March 16, 2007. Mr. Berkoff is the Chairman of the LCD TV Association which is a global not-for-profit marketing trade association to help “inform, promote, improve, and connect” the entire supply chain involved with the large and growing multibillion dollar LCD TV industry. Since March 2011, Mr. Berkoff ~~is also~~has been the CMO (Chief Marketing Officer) of CBRITE, a Santa Barbara based leader in metal oxide back plane technology for ~~FPDs (flat~~flat panel ~~displays). Currently he is based in Singapore, and has been helping CBRITE since March 2011.~~displays. He was also a Director of LG Display from 2007 until 2009. Mr. Berkoff was the Chief Marketing Officer of Energy and Display Systems, working at Applied Materials, Inc. from October 2009 through January 2011. ~~Previously,~~ Mr. Berkoff was the CMO of Ascent Solar ~~and~~from September 2008 to September 2009. Mr. Berkoff was also the CEO and later Chairman of Enuclia Semiconductor, a fab-less semiconductor startup in the HDTV video processor ~~space,~~market, and prior to that, ~~for 6 years based in Seoul, Seoul Korea,~~ he was the Executive Vice-President and Chief Marketing Officer of LG.Philips LCD, one of the world’s leading TFT-LCD manufacturers. Before that, Mr. Berkoff served as general manager of Philips Flat Display Systems’ software and electronics business unit in Silicon Valley. He has also held executive management positions at several technology companies, including UMAX Computer Corporation, Radius, and SuperMac Technologies. Mr. Berkoff is well-known for his visionary keynote addresses, panel chairmanships and other roles at display and electronics industry events, including the Symposium on Information Displays (SID) Business & Investor Conferences, USDC (US Display Consortium) Conferences, DisplayForum Europe, HDTV Forum, Asia SID (ASID), EuroDisplays (ESID), the U.S. Flat Panel Display (US FPD) Conference, the Flat Information Display (FID) Conference and the Consumer Electronics Show (CES) in Las Vegas. Mr. Berkoff holds undergraduate and graduate degrees in physics and biophysics from Princeton and the University of California, Berkeley, respectively, and also has display-related patents both granted and pending in the U.S. and China.

Mr. Berkoff’s technology industry experience, particularly as it relates to our industry, makes him highly qualified to serve as a member of our board of directors and other board ~~committee.~~committees. With his business experience and educational background, Mr. Berkoff is well-versed in new technologies to help lead our company and is well-versed in the review and evaluation of financial statements of publicly traded companies. He provides valuable insight to our board of directors and other board committees.

Ross A. Young, ~~47.~~49. Mr. Young has served as a director since May 20, 2008. Mr. Young founded DisplaySearch, the leading provider of market intelligence on displays and related technology, in 1996, sold it to The NPD Group in 2005 and is credited with building the firm to what it is today. After leaving DisplaySearch in 2008, he served as VP at Samsung LCD before joining IMS Research in late 2009 as SVP of ~~Displays,~~displays, LEDs and ~~Lighting. After more than two years in~~lighting. He left this position ~~he is~~in January 2012 and currently provides his services as an independent consultant. Mr. Young has made multiple appearances on television, including NBC’s The Today Show, as a display industry expert, and has been an invited speaker at over 30 different conferences worldwide. Mr. Young was appointed to the Board of Directors of semiconductor start-up Akhan Technologies in 2010 and the Advisory Board of Illumitex, an LED start-up, in 2009. Mr. Young received The NPD Group’s prestigious John Byington Award for outstanding creativity and innovation in November 2006, was appointed to the Board of Directors at Westar Display Technologies in February 2005 and was named to the VLSI Research Executive All-Star Team in 1994. Prior to founding DisplaySearch in 1996, he served in senior marketing positions at OWL Displays, Brooks Automation, Fusion Semiconductor and GCA in the driver IC, flat panel automation, etch and strip and lithography markets. He is also a published author, having written a book on U.S. - Japanese competition titled Silicon Sumo: U.S.-Japan Competition and Industrial Policy in the Semiconductor Equipment Industry. Mr. Young holds a Bachelor Degree in economics from the University of California at San Diego.

Mr. Young’s technology industry experience, particularly as it relates to our industry, makes him highly qualified to serve as a member of our board of directors and other board committees. With his business experience and educational background, Mr. Young is well-versed in new technologies to help lead our company and is well-versed in the review and evaluation of financial statements of publicly traded companies. He provides valuable insight to our board of directors and other board committees.

William Wayne Patterson, 6870. Mr. Patterson has served as a director since May 9, 2011. Since August 2012, Mr. Patterson ishas been a ~~Principal~~co-founder and a partner in Dos Rios Partners, a Private Equity Fund, and is an experienced entrepreneurial manager who has demonstrated success in building businesses through innovative growth and cost containment strategies. From March 1970 to September 1991, Mr. Patterson ~~spent much of his career with~~was employed by Keystone International, Inc., where he served as CFO and then as COO. During his time with Keystone, it grew from $15 million in revenues to more than $1 billion. Keystone was sold in 1996 to Tyco International for $1.7 billion. Mr. Patterson was also a co-founder and CEO of Texas Micro (a NASDAQ-traded company) and of Briskheat Corporation. Since the sale of Keystone in 1991, Mr. Patterson has been doing private consulting and financing work. Mr. Patterson has participated in more than 20 private equity transactions and has served as interim CEO of Integrated Graphics/Earthcolor and of Vector Global Services. From January 2005 until their sale in 2012 and 2011, respectively, Mr. Patterson ~~is also currently~~served as the non-executive chairman of Ashbrook Simon-Hartley and of Controlled Recover. Mr. Patterson graduated with honors from the University of Texas in Austin and has a Law Degree from the University of Texas Law School. Mr. Patterson is also a CPA.

Mr. Patterson’s leadership roles in numerous companies make him a valuable member of our board of directors and audit committee. The extensive management experience he has acquired in these roles provide him with the knowledge to deal with financial, accounting, regulatory and administrative matters. Mr. Patterson is well-versed in accounting principles and financial reporting rules and regulations, and is equipped to evaluate financial results and participate in our audit committee.

Anthony J. LeVecchio, ~~66.~~67. Mr. LeVecchio has served as a director since May 9, 2011. Mr. LeVecchio has been the president and owner of The James Group, a general business consulting firm that has advised clients across a range of industries, since 1988. Prior to forming The James Group, Mr. LeVecchio was the senior vice president and chief financial officer for VHA Southwest, Inc., a regional healthcare system. Mr. LeVecchio currently serves as director, advisor and executive of private and public companies in a variety of industries. Mr. LeVecchio also currently serves on the Board of Directors of ViewPoint Financial Group, a community bank based in Plano, Texas that is listed on The NASDAQ Global Select Market and as chairman of its Audit Committee. Mr. LeVecchio holds a Bachelor of Economics and aan M.B.A. in Finance from Rollins College.

Mr. LeVecchio’s leadership roles in numerous companies make him a valuable member of our board of directors and audit committee. The extensive management experience he has acquired in these roles provide him with the knowledge to deal with financial, accounting, regulatory and administrative matters. Mr. LeVecchio is well-versed in accounting principles and financial reporting rules and regulations, and is equipped to evaluate financial results and participate in our audit committee.

Malcolm J. Thompson, 69. Dr. Thompson is being nominated to become a director effective at this Annual Meeting.In March 2013, Dr. Thompson was appointed CEO of the Nano-Bio Manufacturing Consortium, which is funded by the Air Force to develop real time next generation human performance monitoring using flexible electronics to monitor stress, fatigue and cognitive ability. Since January 2002, Dr. Thompson has been President of MJT Associates, which provides High-Tech Business and Technology Consulting. Dr. Thompson has over 25 years of experience in the display industry and is a recognized worldwide authority. Dr. Thompson was Chairman and CEO of RPO from December 2006 to March 2011. RPO was a multinational company that developed a revolutionary new touch technology for LCD displays. Dr. Thompson was board member and eventually succeeded Floyd Kvamme as Chairman of the board of Photon Dynamics from 1993 to 2008. Dr. Thompson was also a board member of Cambridge Display Technology from 2005 to 2007. Dr. Thompson was interim and part time CEO of Vitex from April 2003 to December 2005 and President and CEO of Novalux from March 2009 to December 2001. Dr. Thompson held various positions, rising to be Chief Technologist at the Xerox Palo Alto Research Center (PARC) from 1982-1995, where he was responsible for the advanced development and commercialization of revolutionary new imaging systems. His group produced the first desktop high resolution TFT LCD. That technology was used to develop one of the first digital X-ray systems. He spun this activity out of PARC and was the founder, President and CEO of dpiX from January 1995 to March 1999. Dr. Thompson was the founder and Chairman of the board of USDC, now FlexTech Alliance and has been a Board Member from 1993 to the present. Dr. Thompson has served on Audit, Nominating and Compensation Committees for various public and private companies. Dr. Thompson has been given many prestigious awards and was appointed a Technology Pioneer at the World Economic Forum in 2000 and 2001. Dr. Thompson led a US/Japan Trade and Partners delegation on flat panel displays in his capacity as Chairman of the board of USDC Dr. Thompson has a BSc and PhD from Brighton University in the UK.

Dr. Thompson’s technology industry experience, particularly as it relates to our industry, makes him highly qualified to serve as a member of our board of directors and other board committees. With his business experience and educational background, Dr. Thompson is well-versed in new technologies to help lead our company and is well-versed in the review and evaluation of financial statements of publicly traded companies. He provides valuable insight to our board of directors and other board committees.

Director Compensation for ~~2012~~2013

The following Director Compensation Table sets forth information concerning compensation for services rendered by our independent directors for ~~fiscal~~the year ~~2012.~~ended December 31, 2013. The amounts represented in the “Option Awards” column reflects the stock compensation expense recorded by the Company and does not necessarily equate to the income that will ultimately be realized by the director for such awards. The table does not include Mr. Marren, Mr. Yankowski and Mr. Killion whose compensation is described in the Summary Compensation Table below.

Director Summary Compensation Table

Name	Fees Earned or Paid in Cash		Stock Awards (1)		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total		Fees Earned or Paid in Cash		Stock Awards (1)(2)		Option Awards (3)		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation (4)		Total
Bernard T. Marren	$	--	$	28,520	$	125,394		--		--		--	$	153,914
Carl J. Yankowski		--		28,520		21,058		--		--		--		49,578
Bruce I. Berkoff		--		28,520		79,065		--		--		--		107,585	$	--	$	88,428	$	59,762		--		--		--	$	148,190
Ross A. Young		--		28,520		79,065		--		--		--		107,585		--		88,428		59,762		--		--		--		148,190
William Wayne Patterson		--		28,520		27,765		--		--		--		56,285		--		88,428		30,842		--		--		--		119,270
Anthony J. LeVecchio		--		28,520		27,765		--		--		--		56,285		--		88,428		30,842		--		--		--		119,270

(1)

Amounts reflect restricted stock awards granted for ~~fiscal~~the year ~~2012.~~ended December 31, 2013. The amounts represent the aggregate grant date fair value of the awards granted to each named director computed in accordance with stock-based accounting rules ~~(Financial Standards Accounting Board (“FASB”)~~(FASB ASC Topic 718).�� The restricted stock awards granted on ~~November 27, 2012~~January 15, 2013 vested ~~immediately~~ on ~~the day of grant.~~August 16, 2013. The restricted stock awards granted on April 26, 2013 vest 1/3rd on March 1, 2014, 1/3rd on March 1, 2015 and 1/3rd on March 1, 2016.

(2)	At December 31, 2013, Mr. Berkoff, Mr. Young, Mr. Patterson and Mr. LeVecchio held stock awards to acquire 5,400, 5,400, 5,400 and 5,400 shares of common stock, respectively.

(3)	At December 31, 2013, Mr. Berkoff, Mr. Young, Mr. Patterson and Mr. LeVecchio held options to acquire 25,334, 37,334, 26,667 and 18,667 shares of common stock, respectively.

(4)

All of our directors use their personal credit cards for approved business expenses. The directors’ personal credit cards may accrue airline miles, hotel points, and/or various other types of rewards (collectively, “Credit Card Bonuses”). The Credit Card Bonuses belong to the individual directors. No director accrued Credit Card Bonuses having a value of more than $10,000.

On January 15, 2013, each of Mr. Berkoff, Mr. Young, Mr. Patterson and Mr. LeVecchio were awarded 2,000 shares of common stock pursuant to our 2011 Stock Incentive Plan, at a price of $16.35 per share, which was the closing price of the Company’s common stock on the date of grant. These shares vested on August 16, 2013.

On April 26, 2013, each of Mr. Berkoff, Mr. Young, Mr. Patterson and Mr. LeVecchio were awarded 5,400 shares of common stock pursuant to our 2011 Stock Incentive Plan, at a price of $38.70 per share, which was the closing price of the Company’s common stock on the date of grant. These shares vest 1/3rd on March 1, 2014, 1/3rd on March 1, 2015 and 1/3rd on March 1, 2016.

Director Compensation ~~of Directors~~Program

Uni-Pixel’s director compensation program consists of equity-based compensation. The equity component of Uni-Pixel’s director compensation program is designed to build an ownership stake in the Company while conveying an incentive to directors relative to the returns recognized by our ~~shareholders.~~stockholders.

Company non-employee directors currently do not receive an annual stipend. All directors are reimbursed for ordinary and reasonable expenses incurred in exercising their responsibilities in accordance with the Company’s ~~Travel~~travel and ~~Entertainment Expense Reimbursement policy applicable to all employees of the Company.~~ entertainment expense reimbursement policy.

Under provisions adopted by the Board of Directors, each non-employee director receives an option to purchase 6,667 shares of our common stock issued upon his first election to the ~~Board of Directors.~~Board. These options vest monthly over three years. Stock options granted under the plan are priced at the closing market price of the Company’s stock on the day of grant. Further grants of stock options and/or restricted stock are issued ~~to the Board of Directors~~ at the discretion of the Board ~~of Directors~~to non-employee directors for continuing service to the Company.

The non-employee directors are not eligible to participate in the Company’s benefits plans, including the 401(k) plan.

The Company’s certificate of incorporation requires the Company to indemnify both the directors and officers of the Company to the fullest extent permitted by Delaware state law.

Continuing Education of Directors

We are committed to supporting the continuing education of our directors on relevant matters. The Governance Committee of the Board will decide on a case-by-case basis the appropriate level and frequency of support to provide.

Vote and Recommendation

The affirmative vote of the holders of a plurality of the shares of common stock present in person or represented by proxy and entitled to vote on the nominees will be required to approve each nominee. This means that the ~~seven~~eight nominees with the most votes for election will be elected.

Our Board recommends a vote “FOR” each of the nominees.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Executive Officers

~~Reed J. Killion, 50,~~Jeff A. Hawthorne, 56, Chief Executive Officer, President, Principal Executive Officer and Director. ~~Mr. Killion is a member of~~On April 14, 2014, Jeff Hawthorne was appointed our ~~Board of Directors and has served as our~~Chief Executive Officer, President and ~~Principal Executive Officer since September 2004. As of May 1, 2008,~~a director. From January 2009 to April 2014, Mr. Killion was promoted to Chief Executive Officer. Mr. Killion is also the Chairman of the Board for Animal Innovations, Inc. Mr. Killion is a past Board Member and Trustee of the Texas A&M Research Foundation. Previously Mr. Killion served as our Executive Vice President of Business Development andHawthorne has been a ~~member of our board of directors since April 2002. Prior~~business advisor to ~~joining Uni-Pixel,~~various companies. From March 2012 to February 2013, Mr. Killion was Vice President of Business Development for LogiCom from 1999 until 2002. HP/Compaq, Dell, DEC, Siemens, NVIDIA, Vanguard, Atmel, Foxconn, Seiko (SMOS) and DCM Technologies are among the companies Mr. Killion has represented and consulted with over his 20 years in the high tech industry. Mr. Killion holds a Bachelors Degree in Finance from the University of Mississippi. Mr. Killion’s eight years of leadership with us makes him highly qualified to be a member of our board. He has a comprehensive understanding of our company and management, operations, financial requirements and technologies. Mr. Killion’s management experience and active involvement in various industries enable him to guide our business strategy in an increasingly complex business environment.

~~Seong S. Shin, 62, Chief Operating Officer~~. Mr. Shin has been the Chief Operating Officer of Uni-Pixel since he joined us in September 2011. Mr. Shin brings to Uni-Pixel more than 30 years of experience in IP and business development, engineering and business management, global marketing and sales, and research and design. Mr. Shin’s background includes LCD panel technology and fabrication, process and architecture development, OEM/ODM product development for display and notebook systems, and major application device launches. From February 2008 to August 2011, Mr. Shin helped guide Glonet Systems, Inc., a marketer and manufacturer of networking equipment, in the development of its new TCON IC technology, helping to create design flexibility and adoption of its high-speed interface application. From December 2002 to January 2008, Mr. Shin held numerous senior management positions at Samsung Electronics Co., lastly servingHawthorne served as a senior vice president ~~of research~~ and development, where he led breakthroughs in new display technology, nano imprinting technology, roll-to-roll process architecture, flexible display development with low temperature process, and low power consumption/high color gamut devices. He was responsible for developing Samsung’s next generation panel technology and LED backlight systems, and was noted for innovations such as reducing the number of panel production steps. Earlier in his career at Samsung, Mr. Shin was vice president of strategic marketing and sales, where he led Samsung’s $3 billion NB LCD Panel business, selling to major customers like Dell, HP, IBM, Apple, Acer, Gateway, Toshiba, Sony, NEC, Fujitsu, and Siemens. Mr. Shin was responsible for introducing new products, and he maintained the highest profit in the history of Samsung’s LCD business among all product groups. Mr. Shin also previously served as the vice president of Samsung’s notebook LCD panel development team, where he optimized gate IC integration, color filter on array, for thin & light, high color gamut/high resolution, and low power consumption. Before Samsung Electronics, Mr. Shin was founder, president and CEO of Photonage, a developer and manufacturer of a high speed, zero-EMI interface. Prior to Photonage, Mr. Shin served as vice presidentgeneral manager of the ~~computer technology center~~MOCVD business unit at ~~Samsung Information Systems America,~~Veeco, where he was responsible for ~~portable systems R&D,~~revenue of $300 million and 350 employees. From November 1991 to October 2008, Mr. Hawthorne had risen through the ranks at Photon Dynamics, from ~~concept~~inspection system applications engineer to VP of development and president of its image processing division, then eventually president and CEO of the company before it was acquired by Orbotech for $290 million. The company was the leading supplier of test, repair and inspection equipment for the flat panel display industry, with 350 employees and operations in Japan, Korea, Taiwan and China. As president and CEO, he oversaw multiple new ~~technology,~~product introductions, which drove the company’s market share to 80%, and grew annual revenues from $70 million to $180 million. Earlier in his career, Mr. Hawthorne held various technical and management roles at companies in flat panel display engineering consulting and the development of custom thin film deposition equipment used for semiconductor, solar and wear coating applications. Since October 2012, Mr. Hawthorne currently serves as a director on the board of directors at Iteru Systems, a developer of a unique enterprise data management platform. Since October 2008, Mr. Hawthorne is also a member of the visiting committee for the Dean of the Engineering School at the University of Rochester, as well as ~~related business development.~~a member of the selection panel at the University of Rochester Technology Development Fund. Mr. ~~Shin also previously served as~~Hawthorne holds a director of engineering at Texas Instruments’ PPP division, as well as served in an executive capacity with a successful Silicon Valley startup and mobile system R&D center. Mr. Shin earned his Bachelor of Science in Electrical Engineering from Seoul National University, and his Master of Science in ~~Electrical~~Optical Engineering from ~~San Jose State University.~~the University of Rochester, Institute of Optics and a Bachelor of Science, Cum Laude, in Engineering Physics from the University of Colorado, Boulder. Mr. Hawthorne also attended the Stanford Executive Program at Stanford University’s Graduate School of Business. Mr. Hawthorne is also an inventor on seven patents in automated machine vision technology for inspection and testing of flat panel displays. Mr. Hawthorne’s business experience, in particular his experience as an executive in several other companies, qualify him to serve as a Director of Uni-Pixel, Inc.

Robert A. Rusenko, 48, Chief Operating Officer. On April 29, 2013, Robert Rusenko became our Vice President of Operations and on April 14, 2014, the Board formally designated Mr. Rusenko as our Chief Operating Officer and Secretary. From November 2008 to April 2013, Mr. Rusenko served as vice president and general manager of Alpharetta printed products at Scientific Games, a global leader in gaming solutions for lottery and gaming organizations. At Scientific Games, Mr. Rusenko was responsible for a high-throughput, roll-to-roll manufacturing facility, which is the largest in the world for printed lottery products and more than double the capacity of any other facility. Mr. Rusenko joined Scientific Games as the Vice President of Quality and Operational Excellence reporting to the COO in September 2007 and remained in that role until November 2008. From May 2006 to September 2007, Mr. Rusenko served as an operations business leader at DuPont Performance Materials, a $6 billion platform focused on engineering, packaging and industrial polymers. As the operations business leader of DuPont’s $1.8 billion Nylon and PBT segment of the engineering polymers business, Mr. Rusenko was responsible for developing and leading its global supply chain strategy. From June 2001 to December 2005, Mr. Rusenko served as vice president of operations at Saint Gobain-CertainTeed Corporation, a North American manufacturer of building materials, where Mr. Rusenko was responsible for five manufacturing sites, three distribution centers, 1,300 employees, and an operational budget of $420 million. From January 2000 to June 2001, Mr. Ruesnko served as director of worldwide manufacturing at W. R. Grace, a global specialty chemicals and materials company, where he was responsible for manufacturing, logistics and Six Sigma. Mr. Rusenko also previously held several management positions of increasing responsibility at GE Plastics, a $7 billion division of GE, where he received the coveted Six Sigma Gold Award for driving operational improvements. Before GE, Mr. Rusenko held several management positions of increasing responsibility at AlliedSignal, a global corporation with operations in the automotive, aerospace and specialty chemicals markets. At AlliedSignal, Mr. Rusenko transitioned chemical and pharmaceutical products from laboratory to commercial production, and earned an award for outstanding achievement from Larry Bossidy, the highly regarded CEO. Mr. Ruesnko earned his B.S. in chemical engineering from Widener University. Mr. Rusenko has completed Masters level courses in chemical engineering and business administration from the University of Virginia/New Jersey Institute of Technology and Villanova University, respectively. Mr. Rusenko also holds a GE Master Black Belt certification.

Robert J. Petcavich, ~~58,~~60, Senior Vice President and General Manager. Dr. Petcavich has been the Senior Vice President and General Manager of Uni-Pixel since he joined us in January 2008. Dr. Petcavich was also the ~~cofounder~~co-founder of Health Beacons Inc. in Kirkland, Washington, a company that develops leading edge implantable RFID technology for the medical surgical cancer field. Dr. Petcavich was Senior Vice President and Chief Technology Officer of Lumera Corporation (NASDAQ:LMRA) in Bothell, Washington, a publicly traded nanotechnology polymer platform bioscience and molecular photonics technology company. Dr. Petcavich has been the Chairman, CEO and CTO of several advanced materials and medical informatics technology companies. Dr. Petcavich was Vice President of Deposition Technologies Inc. from 1982 to 1988, an advanced materials company involved in electro optic and aerospace thin film materials development and manufacturing which was subsequently acquired by Brunswick Defense (NYSE:BC) and Material Sciences Corporation (NYSE:MSC) in 1986. From August 1988 until September 1995, Dr. Petcavich was President and CEO of Alphascribe Express Inc., an electronic medical records service enterprise, which was subsequently sold to Rodeer Systems. Dr. Petcavich was also founder, Chairman and CTO of Planet Polymer Technologies Inc. (Nasdaq:POLY now PLNT) from 1992 until 2002, an advanced materials intellectual property development company which merged with Allergy Free Inc. of Houston, Texas. Dr. Petcavich was also founder, CEO and Chairman from 1996 until 2001 of Alife Medical ~~Inc~~Inc., a ~~Natural Language Processing~~natural language processing software services provider for the medical billing ~~industry~~industry. Alife Medical Inc. was one of the fasting growing companies in the United States in 2010 according to Red Herring, and was ~~recently~~ acquired by Ingenix, Inc. Dr. Petcavich was also founder and board member of Molecular Reflections Inc., a MEMS based biotech design and discovery ~~Platform Company~~platform company, as well as Polytronix Inc., a custom LCD manufacturer of Richardson, Texas. Dr Petcavich has a Ph.D. degree in Polymer Science, a Master of Science Degree in ~~Solid State Science,~~solid state science, and a B.S. degree in ~~Chemistry~~chemistry from ~~the~~ Pennsylvania State University, and he completed the PMD executive management degree program at Harvard. Dr. Petcavich holds 28 issued United States patents in fields such as electro optic LCD displays, biotechnology MEMS devices, time released animal neutraceuticals, fruit shelf life extension technology, and handheld wireless devices. Dr. Petcavich is also on the Board of Directors of the College of Science at ~~the~~ Pennsylvania State University and the Harvard Business School Alumni Club in the Houston area.

Daniel K. Van Ostrand, ~~54,~~55, Senior Vice President Research & Development. Mr. Van Ostrand is one of our founders and has served in a Senior Executive position since our inception in February of 1998. Mr. Van Ostrand has many years of experience in corporate operations, project management, systems engineering and systems ~~design and has been involved in our establishment, funding and management.~~design. Since 2004, he has been leading our corporate R&D activities, including microstructure mastering and ~~Intellectual Property~~intellectual property development. In 2009 he also took over responsibility for all of our ~~Engineering~~engineering activities. As co-owner from 1984 through 1992 of a closely-held company that designed ruggedized VME-based tactical computer systems for the United States Army, he was exposed to and became interested in the design, development and engineering principles of flat panel display technology. Mr. Van Ostrand was a Systems Engineer from 1980 until 1992 for Informatics General, Magnavox, Teledyne and the Jet Propulsion Laboratory. He has a BA with a double major in ~~Math~~math and ~~Computer Science~~computer science from Mid-America Nazarene University.

Jeffrey W. Tomz, ~~41,~~43, Chief Financial Officer and Corporate Secretary. On March 14, 2010, Jeffrey W. Tomz became our principal financial officer and on July 1, 2010, the board of directors formally designated Mr. Tomz as our Chief Financial Officer and Secretary. Since June 2005, Mr. Tomz has been our VP of Finance. From August 2001 to April 2005, Mr. Tomz was the Chief Financial Officer of Isolagen, Inc. (AMEX:ILE) and was instrumental in raising over $190 million in equity and debt for Isolagen. From October 1999 to August 2001, Mr. Tomz was a Principal at Benchmark Equity Group, Inc. Mr. Tomz has served on the board of directors of various companies, including InfoHighway Communication Corp., a private communication company from September 1998 to September 2000. Prior to joining Benchmark in the fall of 1997, Mr. Tomz began his career with Arthur Andersen Worldwide. Mr. Tomz is licensed as a Certified Public Accountant in Texas and received his MPA from The University of Texas at Austin.

Summary Compensation Table for 2013, 2012 and 2011

The table below summarizes the total compensation paid to or earned by our ~~principal~~co-principal executive officers, our former chief executive officer, our former chief operating officer, our principal financial officer and ~~each of our~~the three ~~other~~most highly compensated executive officers other than ~~our~~the principal executive ~~officer~~officers and principal financial ~~officer.~~officer who were serving as executive officers at the end of the last completed fiscal year. Collectively, we refer to these officers as the “named executive officers” (NEO). The amounts represented in the “Option Awards” column reflect the stock compensation expense recorded by the Company pursuant to ~~ASC~~Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 and does not necessarily equate to the income that will ultimately be realized by the ~~named executive officers~~NEOs for such awards. ~~These individuals are referred to in this report as the Named Executive Officers (or “NEOs”).~~

Name and Principal Position	Year		Salary (1)		Bonus (2)		Stock Awards (3)		Option Awards (4)		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings	All Other Compensation ~~Compensation~~ (5)	Total

~~Reed J. Killion~~ Bernard T. Marren ~~Chief~~Interim co-Chief Executive Officer, ~~President~~Interim co-President (Principal Executive Officer) & ~~Director~~Chairman	2013 2012 2011	$	— — —	~~2012~~ $ ~~2011~~	— — —	$	~~250,000~~ 88,428 ~~250,000~~28,520 —	$	~~5,000~~ ~~1,000~~	$	— —	$	~~419,241~~ 99,072 ~~725,580~~125,394 214,016	— — — —	— — — —	$	~~12,000~~ — ~~12,000~~— —	$	~~686,241~~ 187,550 ~~988,580~~153,914 214,016

Carl J. Yankowski Interim co-Chief Executive Officer, Interim co-President (Principal Executive Officer) & Director	2013 2012 2011		— — —		— — —		88,248 28,520 —		1,755 21,058 21,058		— — —		— — —	— — —	90,183 49,578 21,058

Reed J. Killion Former Chief Executive Officer, President (Principal Executive Officer) & Director	2013 2012 2011		250,000 250,000 250,000		— 5,000 1,000		409,440 — —		344,120 419,241 725,580		— — —		— — —	143,000 12,000 12,000	1,146,560 686,241 988,580

Seong S. Shin (6) Former Chief Operating Officer		2013 2012 2011		180,000 180,000 57,591		~~180,000~~ — ~~57,591~~5,000 1,000		~~5,000~~ — ~~1,000~~— —		— 114,391 —101,772 33,503		~~101,772~~ — ~~33,503~~— —		— — —		— — —		— 294,391 —		286,772 92,094

Robert J. Petcavich Senior Vice President & General Manager		2013 2012 2011		195,000 195,000 195,000		~~195,000~~ — ~~195,000~~5,000 1,000		~~5,000~~ 283,860 ~~1,000~~28,520 —		~~28,520~~ 280,272 —385,560 633,703		~~385,560~~ — ~~633,703~~— —		— — —		— — —		— 759,132 —		614,080 829,703

Daniel K. Van Ostrand Senior Vice President Research & Development	2013 2012 2011		~~2012~~ 180,000 ~~2011~~180,000 180,000		~~180,000~~ — ~~180,000~~5,000 1,000		~~5,000~~ 263,220 ~~1,000~~— —		— 224,118 —255,368 453,167		~~255,368~~ — ~~443,167~~— —		— — —		— — —		— 667,338 —		440,368 624,167

Jeffrey W. Tomz Chief Financial Officer & Secretary		2013 2012 2011		180,000 180,000 180,000		~~180,000~~ — ~~180,000~~5,000 1,000		~~5,000~~ 237,420 ~~1,000~~28,520 —		~~28,520~~ 231,683 —291,796 480,856		~~291,796~~ — ~~480,856~~— —		— — —		— 12,000 —12,000 12,000		~~12,000~~ 661,103 ~~12,000~~		517,316 673,856

——–––––––––—

(1)

Effective ~~September 16, 2007, the base salary of~~December 30, 2013, Mr. Marren and Mr. Yankowski were appointed interim co-Chief Executive Officer and interim co-Presidents. Reed J. Killion is $250,000. Effective January 7, 2008, the base salary of Robert Petcavich is $195,000. Effective July 1, 2010, the base salary of Dan Van Ostrand and Jeffrey W. Tomz is $180,000. Effective September 8, 2011, the base salary of Mr.resigned as Chief Executive Officer on December 30, 2013. Seong S. Shin ~~is $180,000.~~resigned as Chief Operating Officer on December 31, 2013.

(2)

Amounts reflect the aggregate annual cash bonus earned by each of our ~~named executive officers~~NEOs for fiscal years ~~2012~~2013 and ~~2011.~~2012. There was a $5,000 cash bonus paid to each of the ~~name executive officers~~NEOs in fiscal year 2012. There was a $1,000 cash bonus paid to each of the named executive officers in fiscal year 2011.

~~(3)~~

(3)

Amounts reflect restricted stock awards granted for ~~each of fiscal~~the years ~~2012~~ended December 31, 2013 and ~~2011.~~2012. The amounts represent the aggregate grant date fair value of the awards granted to each named ~~executive officer~~NEO computed in accordance with stock-based accounting rules ~~(Financial Standards Accounting Board (“FASB”)~~(FASB ASC Topic 718). The restricted stock awards granted on January 15, 2013 vested on August 16, 2013. The restricted stock awards granted on April 26, 2013 vest 1/3rd on March 1, 2014, 1/3rd on March 1, 2015 and 1/3rd on March 1, 2016. The restricted stock awards granted on November 27, 2012 vested immediately on the day of grant.

(4)

For ~~2012~~the years ended December 31, 2013 and ~~2011,~~2012, the amounts reflect the compensation cost recognized in ~~2012~~2013 and ~~2011,~~2012, respectively, for stock options in accordance with FASB ASC Topic 718, which reflects the fair value of all stock-based compensation in earnings based on the related vesting schedule. For additional information relating to the assumptions made by us in connection with the valuation of these awards for ~~2012,~~2013, refer to Note 26 of our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2012.~~2013. For additional information relating to the assumptions made by us in connection with the valuation of these awards for ~~2011,~~2012, refer to Note 26 of our audited financial statements included in ~~our~~the Annual Report ~~on Form 10-K for the year ended December 31, 2011.~~to Stockholders that accompanies this Proxy Statement.

(5)

Excludes perquisites and other personal benefits unless such compensation was greater than $10,000. For Mr. Killion and Mr. Tomz, amounts include a car ~~allowance.~~allowance of $12,000 per year. For the year ended December 31, 2013, All Other Compensation includes an employee separation and release expense consisting of six months salary in the amount of $125,000 and six months car allowance of $6,000, both payable in 2014 to Reed Killion, our former Chief Executive Officer. All of our NEOs use their personal credit cards for approved business expenses. The NEOs’ personal credit cards may accrue airline miles, hotel points, and/or various other types of rewards (collectively, “Credit Card Bonuses”). The Credit Card Bonuses belong to the NEOs. Neither Reed Killion nor Jeffrey Tomz accrued Credit Card Bonuses having a value that was greater than $25,000 or 10% of the total amount of perquisites and personal benefits attributed to that NEO. None of the remaining NEOs accrued Credit Card Bonuses having a value of more than $10,000.

~~(6)~~

Mr. Shin started working for the Company effective September 8, 2011. Mr. Shin's annual salary is $180,000. The amount included in the Salary column for fiscal year 2011 reflects the portion of his salary that was paid during the 2011 fiscal year.

2021

Outstanding Equity Awards

The following table provides information on all stock option awards held by our NEOs as of December 31, ~~2012.~~2013. All outstanding equity awards are in shares of our common stock.

	Outstanding Equity Awards at December 31, 2012																	Outstanding Equity Awards at December 31, 2013
	Option Awards									Stock Awards								Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable			Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested		Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable			Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Bernard T. Marren																			6,667			--		$	7.50	3/16/2017		5,400	(b)	$	54,054	(d)		--	$	--
																			20,000			--			7.50	1/28/2020		--			--			--		--
																			56,250			18,750	(a)		6.93	1/21/2021		--			--			--		--

Carl J. Yankowski																			54,667			--			7.50	5/23/2016		--			--			--		--
																			6,667	(e)		--			7.50	3/16/2017		5,400	(b)		54,054	(d)		--		--
																			14,667			--			7.50	1/28/2020		--			--			--		--

Reed J. Killion		30,000			--		$	7.50	3/15/2015		--		--		--		--		30,000			--			7.50	3/15/2015		9,000	(c)		90,090	(d)		--		--
		54,000			--			7.50	9/13/2017		--		--		--		--		54,000			--			7.50	12/30/2015		--			--			--		--
		13,500			--			7.50	4/18/2018		--		--		--		--		13,500			--			7.50	12/30/2015		--			--			--		--
		1,667			--			7.50	1/30/2019		--		--		--		--		1,667			--			7.50	3/28/2014		--			--			--		--
		50,000	(a)		16,667	(a)		7.50	1/28/2020		--		--		--		--		66,667			--			7.50	12/30/2018		--			--			--		--
		125,000	(b)		125,000	(b)		6.93	1/21/2021		--		--		--		--		137,500			62,500	(a)		6.93	12/30/2018		--			--			--		--
		333	(e)		3,667	(e)		7.13	11/27/2022		--		--		--		--		4,000			--			7.13	3/28/2014		--			--			--		--

Seong S. Shin		25,000			50,000	(c)		6.00	9/8/2021		--		--		--		--		25,000			--			6.00	12/31/2015		--			--			--		--
		333	(e)		3,667	(e)		7.13	11/27/2022		--		--		--		--		4,000			--			7.13	3/31/2014		--			--			--		--

Robert J. Petcavich		33,334			--			7.50	1/7/2018		--		--		--		--		33,334			--			7.50	1/7/2018		18,000	(b)		180,180	(d)		--		--
		1,667			--			7.50	1/30/2019		--		--		--		--		1,667			--			7.50	1/30/2019		--			--			--		--
		60,000	(a)		20,000	(a)		7.50	1/28/2020		--		--		--		--		80,000			--			7.50	1/28/2020		--			--			--		--
		105,000	(b)		105,000	(b)		6.93	1/21/2021		--		--		--		--		107,500			52,500	(a)		6.93	1/21/2021		--			--			--		--

Daniel K. Van Ostrand		1,667			--			7.50	1/30/2019		--		--		--		--		1,667			--			7.50	1/30/2019		16,000	(b)		160,160	(d)		--		--
		25,001	(a)		8,333	(a)		7.50	1/28/2020		--		--		--		--		33,334			--			7.50	1/28/2020		--			--			--		--
		80,000	(b)		80,000	(b)		6.93	1/21/2021		--		--		--		--		80,000			40,000	(a)		6.93	1/21/2021		--			--			--		--
		333	(e)		3,667	(e)		7.13	11/27/2022		--		--		--		--		4,000			--			7.13	11/27/2022		--			--			--		--

Jeffrey W. Tomz		13,334			--			7.50	4/19/2015		--		--		--		--		3,669			--			7.50	1/28/2020		13,500	(b)		135,135	(d)		--		--
		3,334			--			7.50	9/13/2017		--		--		--		--		33,334			--			7.50	5/19/2020		--			--			--		--
		1,667			--			7.50	1/30/2019		--		--		--		--		80,000			40,000	(a)		6.93	1/21/2021		--			--			--		--
		16,001	(a)		5,333	(a)		7.50	1/28/2020		--		--		--		--
		25,001	(d)		8,333	(d)		7.50	5/19/2020		--		--		--		--
		80,000	(b)		80,000	(b)		6.93	1/21/2021		--		--		--		--

¨	Preliminary Proxy Statement
¨	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12

Name	Grant date			All other stock awards: Number of shares of stock or units		Grant date fair value of stock and option awards
Bernard T. Marren		1/15/2013			2,000	$	32,700
		4/26/2013			5,400		208,980

Carl J. Yankowski		1/15/2013			2,000		32,700
		4/26/2013			5,400		208,980

Reed J. Killion		1/15/2013			8,000		130,800
		4/26/2013	(a)		27,000		1,044,900
		4/26/2013	(b)		27,000		1,044,900

Seong S. Shin		--			--		--

Robert J. Petcavich		1/15/2013			6,000		98,100
		4/26/2013	(a)		18,000		696,600
		4/26/2013			18,000		696,000

Daniel K. Van Ostrand		1/15/2013			6,000		98,100
		4/26/2013	(a)		16,000		619,200
		4/26/2013			16,000		619,200

Jeffrey W. Tomz		1/15/2013			6,000		98,100
		4/26/2013	(a)		13,500		522,450
		4/26/2013			13,500		522,450

Name and Address of Beneficial Owner	Amount of Beneficial Ownership(1)			Percent of Class
Directors and Officers:
Reed J. Killion		399,334	(2)		3.9	%
Seong S. Shin		36,333	(3)		0.4	%
Robert J. Petcavich		298,501	(4)		2.9	%
Daniel K. Van Ostrand		217,501	(5)		2.1	%
Jeffrey W. Tomz		205,784	(6)		2.0	%
Bernard T. Marren		180,296	(7)		1.8	%
Carl J. Yankowski		94,001	(8)		0.9	%
Bruce I. Berkoff		61,084	(9)		0.6	%
Ross A. Young		61,084	(10)		0.6	%
William Wayne Patterson		17,981	(11)		0.2	%
Anthony J. LeVecchio		19,481	(12)		0.2	%
All Directors and Executive Officers as a Group (11 persons)		1,591,380			15.6	%
5% Stockholders:
Kevin Douglas and affiliates 125 E. Sir Francis Drake Blvd., Ste 400 Larkspur, CA 94939		750,000	(13)		7.5	%
Merrill Lynch Pierce, Fenner & Smith Incorporated Bank of America, 15th Floor 600 Montgomery Street San Francisco, CA 94111		899,524	(14)		8.8	%
Columbus Capital Management, LLC 1 Market Street, Spear Tower, Suite 3790 San Francisco, CA 94105		637,023	(15)		6.4	%
FMR LLC 82 Devonshire St. Boston MA, 02109		595,030			6.0	%
Wellington Trust Company, NA c/o Wellington Management Company, LLP 280 Congress Street Boston, MA 02210		497,100			5.0	%
Goldberg Capital Management 27 Stagecoach Road Avon, CT 06001		621,968			6.2	%

Name and Address of Beneficial Owner	Amount of Beneficial Ownership(1)			Percent of Class
Directors and Officers:
Jeffrey A. Hawthorne		150,000	(2)		1.2	%
Robert A. Rusenko		66,667	(3)		0.5	%
Robert J. Petcavich		319,001	(4)		2.5	%
Daniel K. Van Ostrand		233,168	(5)		1.9	%
Jeffrey W. Tomz		174,617	(6)		1.4	%
Reed J. Killion		421,234	(7)		3.3	%
Seong S. Shin		25,000	(8)		0.2	%
Bernard T. Marren		209,446	(9)		1.7	%

Carl J. Yankowski	92,801	(10)	0.7	%
Bruce I. Berkoff	42,134	(11)	0.3	%
Ross A. Young	50,134	(12)	0.4	%
William Wayne Patterson	40,078	(13)	0.3	%
Anthony J. LeVecchio	33,578	(14)	0.3	%
Malcom J. Thompson	-		-
All Directors and Executive Officers as a Group (14 persons)	1,857,858		14.8	%
5% Stockholders:
Destrier Capital Management LLC 489 5th Avenue, 29th Floor New York, NY 10017	743,108	(13)	6.0	%

	2012		2011
Audit Fees	$	82,410	$	54,615
Audit Related Fees	$	0	$	0
Tax Fees	$	7,275	$	5,450
All Other Fees	$	0	$	0

	2013		2012
Audit Fees	$	110,355	$	82,410
Audit Related Fees	$	0	$	0
Tax Fees	$	7,060	$	7,275
All Other Fees	$	0	$	0

Classification	Number of Shares of Restricted Stock		Number of Shares Underlying Stock Options

Executive officers, as a group		8,000		12,000
Non-employee directors, as a group		24,000		40,000
Associates of directors or executive officers		--		--
Persons who received 5% or more of restricted stock or options granted during 2012		--		--
Employees who are not executive officers, as a group		--		147,000