Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 23, 2023, the Board of Directors (the “Board”) of Vicor Corporation (the “Company”) awarded the Company’s annual stock option grant to Directors, granting non-qualified stock options to purchase up to 3,769 shares of Common Stock at an exercise price of $53.07 per share, to each Director (including Directors that are employees), other than any Director holding in excess of 10% of the total number of shares of the capital stock of the Company (i.e., Dr. Patrizio Vinciarelli, the Company’s Chairman of the Board, President and Chief Executive Officer). The grant recipients included James F. Schmidt, Corporate Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary, Philip D. Davies, Corporate Vice President, Global Sales and Marketing, Michael S. McNamara, Corporate Vice President and General Manager, Operations, and Claudio Tuozzolo, Corporate Vice President and President of Vicor Power Components.
The formula used to calculate the number of shares subject to each stock option award was $200,000 divided by the closing price of a share of Common Stock as reported on the NASDAQ Global Select Market (the “NASDAQ-GS”) on June 23, 2023, the day of the 2023 Annual Meeting of Stockholders. This formula was revised from the formula used in prior years, which was $100,000 divided by the closing price of a share of Common Stock as reported on the NASDAQ-GS on the day of the Annual Meeting of Stockholders. Stock options granted to Directors as compensation for their service on the Board vest at a rate of 20% per year on each of five successive anniversaries of the date of award.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2023 Annual Meeting of Stockholders of the Company was held on June 23, 2023. Under the Company’s charter, each share of the Company’s Common Stock entitles the holder thereof to one vote per share, and each share of the Company’s Class B Common Stock entitles the holder thereof to ten votes per share. The proposals listed below were submitted to a vote of stockholders at the 2023 Annual Meeting of Stockholders.
Proposal 1 - To fix the number of directors at twelve and to elect the twelve nominees as Directors to hold office until the 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
| | | | | | | | |
Nominees | | Votes For | | | Votes Withheld | |
Patrizio Vinciarelli | | | 135,823,033 | | | | 6,912,058 | |
Estia J. Eichten | | | 129,676,081 | | | | 13,059,010 | |
Philip D. Davies | | | 136,586,772 | | | | 6,148,319 | |
Samuel J. Anderson | | | 136,007,148 | | | | 6,727,943 | |
M. Michael Ansour | | | 136,655,985 | | | | 6,079,106 | |
Claudio Tuozzolo | | | 136,060,045 | | | | 6,675,046 | |
Andrew T. D’Amico | | | 136,096,168 | | | | 6,638,923 | |
Jason L. Carlson | | | 134,029,413 | | | | 8,705,678 | |
Michael S. McNamara | | | 136,616,578 | | | | 6,118,513 | |
James F. Schmidt | | | 135,047,037 | | | | 7,688,054 | |
Zmira Lavie | | | 136,835,366 | | | | 5,899,725 | |
John Shen | | | 136,280,105 | | | | 6,454,986 | |