| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 8, 2024, Intevac, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with Palogic Value Management, L.P. and certain of its affiliates (collectively, “Palogic”). Among other things, the Agreement provides that:
| | • | | The Company will increase the size of its board of directors (the “Board”) from six to seven directors and appoint Ryan L. Vardeman as a director. |
| | • | | During the Restricted Period (as defined in the Agreement), Palogic will vote, subject to certain limited exceptions provided in the Agreement, its shares of the Company’s common stock in favor of the election of each person nominated by the Board for election as a director, against any proposals or resolutions to remove a member of the Board and in accordance with the recommendation of the Board on all other proposals or business. |
| | • | | During the Restricted Period, Palogic and certain related persons will be subject to customary “standstill” provisions as set forth in the Agreement. The standstill provisions provide, among other things, that Palogic and such persons cannot, subject to certain exceptions provided in the Agreement: |
| | • | | initiate, propose, or otherwise solicit the Company’s stockholders for the approval of any stockholder proposals, or cause or encourage the initiation or submissions of any such stockholder proposal; |
| | • | | seek, alone or in concert with others, representation on the Board, encourage others to nominate or propose members to the Board, or seek, alone or in concert with others, the removal of any member of the Board; |
| | • | | increase their ownership of the Company’s common stock in excess of 9.5% of the outstanding voting securities; or |
| | • | | sell, offer or agree to sell, through swap or hedging transactions or otherwise, any securities of the Company to any third party that would knowingly result in such third party owning, controlling or otherwise having any beneficial or other ownership interest of more than 4.99% of the then-outstanding voting securities. |
| | • | | If at any time Palogic no longer beneficially own shares of the Company’s common stock representing in the aggregate at least such number of shares equal to 50% of the aggregate amount of shares of the Company’s common stock owned by Palogic as of the date of the Agreement, then Mr. Vardeman will promptly offer to resign from the Board. |
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.02 | Results of Operations and Financial Condition. |
On November 11, 2024, the Company issued a press release reporting its financial results for the three and nine months ended September 28, 2024 (the “Earnings Press Release”). A copy of the Earnings Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Also on November 11, 2024, following the issuance of the Earnings Release, the Company conducted a conference call to discuss its reported financial results for the three and nine months ended September 28, 2024. The Company had issued a press release on October 14, 2024 to announce the scheduling of the conference call. A copy of the transcript of the conference call is furnished herewith as Exhibit 99.2.
The information included under Item 2.02 and in Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
