SUPPLEMENT TO PROXY STATEMENT
FOR 2023 ANNUAL MEETING OF STOCKHOLDERS
Explanatory Note
On April 12, 2023,
Intevac, Inc (we, us, Intevac or the Company) filed its definitive proxy statement (the Proxy Statement) with the U.S. Securities and Exchange Commission relating to its 2023 Annual
Meeting of Stockholders (the Annual Meeting), which will be held on Wednesday, May 17, 2023 at 3:30 p.m. Pacific daylight time, or at any adjournment or postponement thereof for the purpose of considering and acting upon
the matters set forth therein.
This supplement is being filed solely to correct inadvertent errors in the Proxy Statement relating to the number of
unissued shares of the Companys common stock that remain available for issuance under the Companys 2020 Equity Incentive Plan (the 2020 Plan). In reporting these and related numbers, the Company mistakenly failed to take into
account the approximately 801,208 shares of the Companys common stock that became available for issuance under the 2020 Plan in accordance with its terms due to forfeitures of equity awards that had initially been granted under the
Companys 2012 Equity Incentive Plan.
These errors appear in (1) Proposal Three (Approval of the Amended Intevac 2020 Equity Incentive Plan to
Increase the Number of Shares Reserved for Issuance Thereunder by 850,000 Shares) on page 16 of the Proxy Statement and (2) the table entitled Equity Compensation Plan Information on page 61 of the Proxy Statement. This error in the
number of unissued shares that remain available for issuance under the 2020 Plan had a corresponding impact on statements relating to the expected timing of future requests for approval of additional shares under the 2020 Plan, which appear on pages
15 and 16 of the Proxy Statement.
Except as specifically supplemented by the information contained herein, all information set forth in the Proxy
Statement remains unchanged. This supplement should be read in conjunction with the Proxy Statement.
Correction
The corrections marked below, with new text in bold and underline and deleted text in bold and strikethrough, are being made with respect to
the above-referenced locations in the Proxy Statement.
Excerpt from Page 15 of the Proxy Statement:
If the stockholders approve this proposed amended 2020 Plan, we currently anticipate that the shares available under the
2020 Plan will be sufficient to meet our expected needs through at least the second fiscal quarter of 2024 2025, inclusive of the annual equity awards typically granted in the second quarter of each
fiscal year. We anticipate that we will be requesting additional shares under the 2020 Plan at our 2024 2025 annual meeting of stockholders. However, future circumstances and business needs may
dictate a different result. In determining the number of shares to be added to the total number of shares reserved for issuance under the 2020 Plan, the Human Capital Committee and the Board also considered the following:
Excerpt from Page 16 of the Proxy Statement:
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Forecasted Grants. As discussed above, the Human Capital Committee and the Board anticipates that
the proposed 850,000 share increase, based on projected share utilization will be sufficient for our equity award usage through at least the second fiscal quarter of 2024 2025. In determining the
projected share utilization, the Human Capital Committee and the Board considered a forecast that included the following factors: (i) 1,022,000 approximately 1,805,000 unissued shares remaining under the
Plan; (ii) the additional 850,000 shares that would be available for grant under the 2020 Plan, if the stockholders approve the proposed amended 2020 |