UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
March 24, 2023
Date of Report (Date of earliest event reported)
IMMERSION CORPORATION
(Exact name of Registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-38334 | | 94-3180138 |
(State or other jurisdiction
of incorporation) | | (Commission
file number) | | (I.R.S. Employer
Identification No.) |
2999 N.E. 191st Street, Suite 610 , Aventura, FL 33180
(Address of principal executive offices and zip code)
(408) 467-1900
(Registrant’s telephone number, including area code)
N/A
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨
| 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) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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 | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | IMMR | The NASDAQ Global Market |
| Series B Junior Participating Preferred Stock Purchase Rights | IMMR | The 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On March 24, 2023, Francis Jose informed Immersion Corporation, a Delaware corporation (the “Company”), that Mr. Jose will retire from the Company effective March 31, 2023.
(e)
The Company and Mr. Jose entered into a Separation Agreement dated March 30, 2023 (the “Separation Agreement”), pursuant to which, in consideration for the execution of customary general releases in favor of the Company and Mr. Jose’s continuing observation and performance of the terms of the Separation Agreement, Mr. Jose will receive a lump sum payment in the amount of $75,000, subject to all legally required payroll withholdings.
The Separation Agreement is filed herewith as Exhibit 10.1, and the terms of the Separation Agreement are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Immersion Corporation, a Delaware corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on March 30, 2023. At the Annual Meeting, the following proposals were adopted as follows:
1. Election of 5 Directors: Eric Singer, William Martin, Emily Hoffman, Frederick Wasch and Elias Nader, to serve until the annual meeting of stockholders in 2024, and until their successors are duly elected and qualified:
| | | | | | | | | | | |
| Nominee | Shares For | Shares Withheld | Broker Non-Votes |
| Eric Singer | 14,834,985 | 340,992 | 7,865,799 |
| William Martin | 12,557,562 | 2,618,415 | 7,865,799 |
| Emily Hoffman | 14,612,920 | 563,057 | 7,865,799 |
| Frederick Wasch | 11,503,808 | 3,672,169 | 7,865,799 |
| Elias Nader | 12,922,729 | 2,253,248 | 7,865,799 |
2. Ratification of the Appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
| | | | | | | | | | | |
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| 22,935,551 | 61,527 | 44,698 | 0 |
3. Advisory vote on the compensation of the Company’s named executive officers:
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| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| 14,516,715 | 607,194 | 52,068 | 7,865,799 |
4. Advisory vote on the frequency of holding an advisory vote on executive compensation:
| | | | | | | | | | | | | | |
| 1 Year | 2 Years | 3 Years | Shares Abstaining | Broker Non-Votes |
| 14,162,626 | 49,888 | 928,633 | 34,830 | 7,865,799 |
The Company’s Board of Directors considered the outcome of the advisory vote on the frequency of holding an advisory vote on executive compensation (the “Say-on-Pay Vote”) and determined that future Say-on-Pay Votes will be conducted every year consistent with the stockholder’s advisory vote on this matter. The Board will reevaluate this determination after the next
advisory vote on the frequency of holding a Say-on-Pay vote, which will be no later than the 2028 annual meeting of stockholders.
5. Amendment to the Company’s 2021 Equity Incentive Plan:
| | | | | | | | | | | |
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| 13,757,825 | 1,369,533 | 48,619 | 7,865,799 |
Item 9.01 Exhibits.
a.Exhibits
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| Exhibit No. | Exhibit Title |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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| | | IMMERSION CORPORATION |
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| Date: | March 30, 2023 | By: | /s/ FRANCIS JOSE | |
| | Name: | Francis Jose | |
| | Title: | General Counsel | |
