Kopin Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the five director nominees named in the proxy to serve until the 2027 Annual Meeting of Stockholders.

2. 2

   Approval of the Amendment and Restatement of the Company’s 2020 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the amendment and restatement of Kopin’s 2020 Equity Incentive Plan to increase the share reserve by 6,000,000 shares and make other conforming governance and administrative changes.

   More detail

   This management proposal requests shareholder approval to amend and restate the company’s 2020 Equity Incentive Plan to add an additional 6,000,000-share reserve and make multiple governance and administrative changes. Management frames the amendment as necessary to satisfy Nasdaq listing requirements, preserve the ability to grant incentive stock options, cap non-employee director annual award value, and strengthen controls on share recycling and dividend treatment of unvested awards. The practical effect for shareholders is modest incremental dilution—management projects a potential overhang but argues the additional reserve (approximately 3.1% of fully diluted shares based on current figures) is required to attract and retain talent in a capital-intensive technology and defense-oriented business. The proposal contains several investor-friendly features: no evergreen increases, prohibition on reusing withheld shares for new grants, ban on repricing without shareholder approval, limits on awards to non-employee directors, and no single-trigger CIC acceleration—features that mitigate some governance and dilution concerns. Approving the amendment preserves management’s flexibility to grant performance- and time-based equity awards that management says are critical for retention and alignment, and avoids the company resorting to potentially dilutive cash alternatives. Risks to shareholders include further dilution from new awards and the potential for generous grants to executives (the company disclosed sizable CEO performance awards), but the plan includes limits and committee oversight intended to control that risk. Given Kopin’s recent strategic initiatives, defense contracts, and financing activity, management contends the ability to offer meaningful equity incentives is material to executing growth plans. The Board recommends a vote FOR, asserting the benefits—talent attraction, retention and alignment with stockholder interests—outweigh the dilution, and that governance protections incorporated in the Amended Plan reduce potential abuse. Overall, a sophisticated evaluator should weigh the incremental dilution and the disclosed size of recent executive awards against the company’s need to recruit and retain specialized talent in a competitive semiconductor/MicroLED/defense market, and consider whether the plan’s anti-recycling and anti-repricing safeguards are sufficient to protect long-term shareholders.

3. 3

   Ratification of Appointment of BDO USA, P.C. as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026.

4. 4

   Advisory Non-Binding Vote on Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   An advisory (non-binding) vote to approve the overall compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis for fiscal year 2025.

   More detail

   This advisory proposal asks shareholders to approve Kopin’s executive compensation disclosures and the overall pay program for named executive officers for fiscal 2025. Management argues that compensation is structured to attract and retain experienced leadership and to align pay with performance through a mix of base salary, significant performance-based cash and equity awards, and long-term equity incentives tied to revenue, profitability and other operational goals. The company highlights recent strategic wins, including a $15.4 million award for MicroLED development, a $15.0 million strategic investment agreement, and $61 million of orders in 2025 as context for executive pay outcomes. The advisory vote is non-binding, but the Board states it considers shareholder feedback and historically received strong support (94.3% in favor in 2025), and expects to do so again; this suggests management will treat a negative result as meaningful input. Critics could point to the size of recent CEO awards (multi-hundred-thousand to multi-million-dollar equity grants and performance targets) and the potential for pay outcomes to be realized even when broader shareholders may not have proportionate returns; they may also note dilution implications from large equity grants disclosed in the proxy. Management’s counterargument emphasizes governance safeguards (independent Compensation Committee, use of an independent compensation consultant, clawback policy, and stock ownership guidelines) and that a significant portion of pay is “at-risk,” tied to measurable performance metrics and vesting. For an analyst, the key considerations are whether disclosed performance metrics are sufficiently rigorous and independently verifiable, whether the Compensation Committee’s discretion and historical grant practices are aligned with shareholder value creation, and whether past shareholder approval levels indicate continued shareholder support. Given the advisory nature, a negative vote would not change awards directly but would likely prompt additional shareholder engagement and could lead to changes in compensation structure or greater disclosure.

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When is the Kopin Corp 2026 annual meeting?

Kopin Corp (KOPN) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Kopin Corp 2026 meeting?

The record date for the Kopin Corp 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Kopin Corp's 2026 meeting?

The board is presenting 5 director nominees at the Kopin Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Kopin Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Kopin Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.