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INTERLINK ELECTRONICS INC

For the period ended Jun 12, 2024. Filed Apr 29, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 12, 2024 · Filed Apr 29, 2024

LINK$3.10+6.2%Stored close · as of Nov 6, 2026
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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

**Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

INTERLINK ELECTRONICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

**INTERLINK ELECTRONICS, INC.

1267 Flynn Road

Camarillo, California 93012

**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

**To Be Held at 10:00 a.m. Pacific Time on Wednesday, June 12, 2024

Dear Stockholders:

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Interlink Electronics, Inc., a Nevada corporation (“Interlink”), will be held on Wednesday, June 12, 2024, at 10:00 a.m. Pacific Time, at Interlink’s Camarillo office, located at 1267 Flynn Road, Camarillo, California 93012, for the following purposes as more fully described in the accompanying Proxy Statement:

1.To elect four directors to serve until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
2.To hold an advisory vote on executive compensation;
3.To ratify the appointment of LMHS, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
4.To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The Board of Directors of Interlink (the “Board”) has fixed the close of business on April 26, 2024 as the record date for the Annual Meeting (the “Record Date”). Only common stockholders of record on the Record Date are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

All stockholders are cordially invited to attend the meeting. This year, we have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We are instead sending you a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023. The Notice of Internet Availability of Proxy Materials also includes instructions on how you can vote using the Internet or by telephone, and how you can request and receive, free of charge, a printed copy of our proxy materials.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote by telephone or the Internet by following the voting procedures described in the proxy materials. If you received printed proxy materials (including a proxy card and postage-paid envelope) and wish to vote by mail, promptly complete, date and sign the proxy card and return it in the envelope.

By order of the Board of Directors,

/s/ Steven N. Bronson

Steven N. Bronson

Chief Executive Officer

Irvine, California

April 29, 2024

TABLE OF CONTENTS

Page
INFORMATION CONCERNING VOTING AND SOLICITATION OF PROXIES1
FREQUENTLY ASKED QUESTIONS2
PROPOSAL NO. ONE: ELECTION OF DIRECTORS6
Nominees for Director6
PROPOSAL NO. TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION8
PROPOSAL NO. THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM8
Change in Independent Registered Public Accounting Firm8
Fees Paid to Independent Registered Public Accounting Firm9
Auditor Independence10
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services10
REPORT OF THE AUDIT COMMITTEE10
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE11
Board Composition11
Director Independence11
Board Leadership Structure; Lead Independent Director12
Committees of the Board of Directors12
Board Member Nomination Process14
Stockholder Recommendations and Nominations of Candidates for Election to the Board of Directors14
Board’s Role in Risk Management Oversight15
Stockholder Communications with the Board of Directors15
Corporate Governance Guidelines; Code of Business Conduct and Ethics15
Prohibition on Hedging Shares; Pledging of Shares15
Non-Employee Director Compensation15
EXECUTIVE OFFICERS16
EXECUTIVE COMPENSATION16
Processes and Procedures for Compensation Decisions16
Summary Compensation Table17
Pay Versus Performance17
Outstanding Equity Awards at Fiscal Year End19
Executive Officer Employment Letters19
Compensation Recovery Policy20
Pension Benefits and Nonqualified Deferred Compensation20
401(k) Plan20
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS20
EQUITY COMPENSATION PLAN INFORMATION22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT22
OTHER MATTERS23
Deadlines to Propose Actions for Consideration at the 2025 Annual Meeting23

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