Shimmick Corp
For the period ended Jan 2, 2026. Filed Apr 22, 2026.
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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.
Jan 2, 2026 · Filed Apr 22, 2026
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DEF 14A 1 shimmick_proxy_2026.htm DEF 14A
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
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Shimmick Corporation
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April 22, 2026
Dear Fellow Stockholders:
On behalf of the Board of Directors (the "Board") of Shimmick Corporation ("Shimmick"), I would like to express our appreciation for your interest in our company. It is my pleasure to invite you to Shimmick's Annual Meeting of Stockholders (the "Annual Meeting"), to be held virtually on Tuesday, June 2, 2026, at 11:00 a.m., Eastern Time.
As we reflect on 2025, the year represented an important period of transition for the Company. Management advanced the strategic priorities established at the outset of the year, and we are pleased that the Company finished the year operating generally in line with expectations while making tangible progress during a transformational period.
Shimmick implemented a strategy centered on three core priorities: growing the business through disciplined pursuit of work aligned with Shimmick’s technical strengths; completing and exiting legacy, lower‑margin non‑core Projects; and improving operating consistency through stronger execution and cost control. Over the course of the year, management made meaningful progress across each of these areas. Shimmick further concentrated its activity on more strategic projects, continued to wind down non‑core projects, and took steps to improve operational discipline. While these efforts are still underway, the Board believes the actions taken in 2025 have strengthened the underlying foundation of the business.
From a financial perspective, results reflected this increased focus. Project mix continued to shift toward work better aligned with Shimmick’s core capabilities, contributing to improved margins in the core portfolio. At the same time, revenue associated with Non‑Core Projects declined as planned, consistent with Shimmick’s objective to exit those activities in an orderly manner. Liquidity remained solid throughout the year, providing Shimmick with appropriate flexibility to support ongoing operations. We remain focused on ensuring that management balances growth with risk, maintains appropriate controls, and continues to prioritize execution quality.
In parallel with these operational developments, the Board has continued to focus on governance and its own evolution to ensure appropriate oversight during this period of transition. Over the past year, the Board has remained attentive to matters of composition, refreshment, and skill alignment, with an emphasis on maintaining a mix of experience relevant to Shimmick’s project profile, risk environment, and strategic direction. The Board has also continued to refine its oversight approach, including its engagement with management on strategy, capital allocation, operational risk, and financial performance. As Shimmick advances its transformation and narrows its focus on core capabilities, the Board believes that effective governance, clear accountability, and constructive engagement between directors and management remain essential to supporting long‑term stockholder value.
The formal Notice of Annual Meeting and Proxy Statement are enclosed with this letter. The Proxy Statement describes the matters to be acted upon at the Annual Meeting. It also describes how the Board operates and provides compensation and other information about the management team and Board.
Your vote is important. Whether or not you plan to attend the Annual Meeting, I strongly encourage you to vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy or voting instruction card. For instructions on voting, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail or the section entitled “How do I vote?” on page 5 of the Proxy Statement. If you received a paper copy of the Proxy Statement, please use your enclosed proxy card to vote.
On behalf of the Board and the officers and employees of Shimmick Corporation, I would like to take this opportunity to thank you for your continued support of our company. We look forward to seeing you at the meeting.
Sincerely,
Mitchell B. GoldsteenExecutive Chairman
TABLE OF CONTENTS
| Page | |
|---|---|
| Notice of 2026 Annual Meeting of Stockholders | 2 |
| Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters | 4 |
| Proposal 1: Election of Directors | 8 |
| CORPORATE GOVERNANCE | 11 |
| Proposal 2: Ratification of Independent Registered Public Accounting Firm | 17 |
| Principal Accountant Fees and Services | 18 |
| Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services | 18 |
| Audit Committee Report | 18 |
| EXECUTIVE OFFICERS | 20 |
| Executive Compensation | 21 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 24 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS | 25 |
| Principal Holders of Stock | 25 |
| Common Stock Ownership by Directors and Executive Officers | 25 |
| OTHER MATTERS | 27 |
| Stockholder Proposals for 2027 Annual Meeting of Stockholders | 27 |
| List of Stockholders Entitled to Vote at the Annual Meeting | 27 |
| Communication with Shimmick's Board of Directors | 27 |
| Available Information | 27 |
| Electronic Delivery | 28 |
| Householding | 28 |
Shimmick Corporation
530 Technology Drive
Suite 300
Irvine, CA 92618
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.