Washington, D.C. 20549
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. |
On March 10, 2022, Peter S. Kirlin retired as Chief Executive Officer and resigned as a member of the Board of Directors (the “Board”) of Photronics, Inc. (the “Company”) effective March 11, 2022, to pursue other interests. Dr. Kirlin’s retirement is not a result of any disagreement with the Company on any matters relating to the Company’s operations, policies or procedures.
In connection therewith, the Company promoted Dr. Frank Lee to President of the Company. Frank will be responsible for global operations, reporting to the Chief Executive Officer. Also in connection therewith, the Board appointed Constantine Macricostas, current Chairman of the Board, as Chief Executive Officer on an interim basis. The Board of Directors plans to form a committee to initiate the formal search for a new CEO.
In connection with his retirement and pursuant to his employment agreement dated May 4, 2015, following the effective date of his release, Dr. Kirlin will maintain his health plan coverage through March 10, 2023 and will receive severance compensation at his current salary for a period of twelve (12) months. The Company also extended the exercise period of his vested but unexercised options beyond the typical thirty (30) day exercise period. Other than as set forth above, Dr. Kirlin will not be entitled to any other compensation, payment or benefits from the Company or its affiliates in connection with his retirement.
At this time, there are no changes to Dr. Lee’s compensation or employment agreement; however, the Compensation Committee of the Board is reviewing possible adjustments to his compensation. Mr. Macricostas will not receive compensation for his service as interim Chief Executive Officer other than his compensation as a member of the Board.
A press release describing the foregoing was issued on March 14, 2022 and has been filed with this current report on Form 8-K as Exhibit 99.1.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On March 10, 2022, the Company held its annual meeting of stockholders (the “Annual Meeting”) on the Internet via live webcast at www.virtualshareholdermeeting.com/PLAB2022. At the Annual Meeting, the Company’s stockholders voted on three (3) proposals. The proposals are described in detail in the proxy statement relating to the annual meeting.
Proposal 1.
The Company’s stockholders elected seven (7) individuals to the Board of Directors as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Walter M. Fiederowicz | 43,484,600 | 5,891,798 | 4,449,973 |
| Peter S. Kirlin | 47,201,297 | 2,175,101 | 4,449,973 |
| Daniel Liao | 48,828,819 | 547,579 | 4,449,973 |
| Constantine Macricostas | 45,028,396 | 4,348,002 | 4,449,973 |
| George Macricostas | 42,024,884 | 7,351,514 | 4,449,973 |
| Mary Paladino | 48,720,909 | 655,489 | 4,449,973 |
| Mitchell G. Tyson | 26,457,384 | 22,919,014 | 4,449,973 |
Proposal 2.
The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2022 as set forth below:
| Votes For | Votes Against | Abstentions |
| 53,016,378 | 764,623 | 45,370 |
Proposal 3.
The Company's stockholders 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 |
| 37,889,263 | 10,674,566 | 812,569 | 4,449,973 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) Exhibits | 99.1 | Press Release dated March 14, 2022. |
