UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(
Registrant’s telephone number, including area code
Not Applicable
(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 obligation of the registrant under any of the following provisions:
| 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) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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 | ||
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 May 24, 2022, the Compensation Committee of the Board of Directors of MicroVision, Inc. approved certain amendments to the MicroVision, Inc. Change of Control Severance Plan (the “Plan”).
The amendments to the Plan include the removal of a modified single trigger cash severance arrangement, which was replaced by a double trigger provision, and the clarification of positions deemed to be Participants pursuant to the Plan. Specifically, a Qualified Termination is defined in the case of a Designated Participant as any termination of such individual’s employment on or during the two-year period following a Change of Control, which such termination is by the Company other than for Cause or by the individual for Good Reason. Participants are defined to include the Company’s Chief Financial Officer, General Counsel, and such other executives as may be expressly identified by the Compensation Committee. Capitalized terms are defined in the Plan.
The foregoing description of the amendments to the Plan is a summary, is not complete, and is qualified in its entirety by the terms and conditions of the Plan, filed as an exhibit hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(c) Exhibits.
Pursuant to the rules and regulations of the SEC, the attached exhibit is deemed to have been furnished to, but not filed with, the SEC.
| Exhibit |
Description | |
| 10.1 | MicroVision, Inc. Change of Control Severance Plan, as amended and restated May 24, 2022 | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
SIGNATURE
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.
| MICROVISION, INC. | ||
| By: | /s/ Drew G. Markham | |
| Drew G. Markham | ||
| Vice President, General Counsel and Secretary | ||
Dated: May 24, 2022