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
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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 PROXIES | 1 |
| FREQUENTLY ASKED QUESTIONS | 2 |
| PROPOSAL NO. ONE: ELECTION OF DIRECTORS | 6 |
| Nominees for Director | 6 |
| PROPOSAL NO. TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 8 |
| PROPOSAL NO. THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 8 |
| Change in Independent Registered Public Accounting Firm | 8 |
| Fees Paid to Independent Registered Public Accounting Firm | 9 |
| Auditor Independence | 10 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services | 10 |
| REPORT OF THE AUDIT COMMITTEE | 10 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 11 |
| Board Composition | 11 |
| Director Independence | 11 |
| Board Leadership Structure; Lead Independent Director | 12 |
| Committees of the Board of Directors | 12 |
| Board Member Nomination Process | 14 |
| Stockholder Recommendations and Nominations of Candidates for Election to the Board of Directors | 14 |
| Board’s Role in Risk Management Oversight | 15 |
| Stockholder Communications with the Board of Directors | 15 |
| Corporate Governance Guidelines; Code of Business Conduct and Ethics | 15 |
| Prohibition on Hedging Shares; Pledging of Shares | 15 |
| Non-Employee Director Compensation | 15 |
| EXECUTIVE OFFICERS | 16 |
| EXECUTIVE COMPENSATION | 16 |
| Processes and Procedures for Compensation Decisions | 16 |
| Summary Compensation Table | 17 |
| Pay Versus Performance | 17 |
| Outstanding Equity Awards at Fiscal Year End | 19 |
| Executive Officer Employment Letters | 19 |
| Compensation Recovery Policy | 20 |
| Pension Benefits and Nonqualified Deferred Compensation | 20 |
| 401(k) Plan | 20 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 20 |
| EQUITY COMPENSATION PLAN INFORMATION | 22 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 22 |
| OTHER MATTERS | 23 |
| Deadlines to Propose Actions for Consideration at the 2025 Annual Meeting | 23 |
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