IMMERSION CORP
For the period ended Apr 4, 2024. Filed Apr 4, 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.
Apr 4, 2024 · Filed Apr 4, 2024
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DEF 14A 1 MainDocument.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Schedule 14A Information (Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
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 Pursuant to Rule § 240.14a-12
Immersion Corporation
(Name of Registrant as Specified In Its Charter)
n/a
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ 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-16(i)(1) and 0-11.
April 4,2024
TO THE STOCKHOLDERS OF IMMERSION CORPORATION
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Immersion Corporation, which will be held at the offices of Olshan Frome Wolosky LLP located at 1325 Avenue of the Americas, New York, New York 10019 on April 29, 2024, at 10:00 a.m. Eastern Time.
At the Annual Meeting, stockholders will be asked to vote on each of thefour (4) proposals set forth in the Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the formal business to be conducted at the Annual Meeting and follow this letter.
It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Voting electronically, by telephone, or by returning your proxy card in advance of the Annual Meeting does not deprive you of your right to attend the Annual Meeting.
On behalf of the Board of Directors, I would like to express our appreciation for your continued support for and interest in the affairs of our company. We look forward to seeing you at the Annual Meeting.
Sincerely,
President, Chief Executive Officer and Chairman of the Board
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 29,2024
The Annual Meeting will be heldat the offices of Olshan Frome Wolosky LLP located at 1325 Avenue of the Americas, New York, New York 10019 on April 29, 2024, at 10:00 a.m. Eastern Time. The Annual Meeting will be held for the following purposes:
| 1. | To elect five (5) directors to hold office for the applicable term and until their successor is elected and qualified; |
| 2. | To ratify the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To hold an advisory vote to approve the compensation of our named executive officers; |
| 4. | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Only stockholders of record at the close of business on March 27,2024 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. The vote of each eligible stockholder is important. Please vote as soon as possible to ensure that your vote is recorded promptly even if you plan to attend the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
President, Chief Executive Officer and Chairman of the Board
Aventura, Florida, April 4,2024
We intend to hold our Annual Meeting in person. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by filing Definitive Additional Materials with the SEC along with notice of the change(s) to the Annual Meeting, and details on how to participate will be available at www.envisionreports.com/IMMR.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ONAPRIL 29, 2024: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.ENVISIONREPORTS.COM/IMMR
IMMERSION CORPORATION
2024 ANNUAL MEETING OF STOCKHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| QUESTIONS AND ANSWERS | 2 |
| ELECTION OF DIRECTORS (PROPOSAL 1) | 9 |
| DIRECTOR COMPENSATION | 15 |
| CORPORATE GOVERNANCE | 17 |
| RELATED PERSON TRANSACTIONS | 25 |
| OWNERSHIP OF OUR EQUITY SECURITIES | 26 |
| Directors and Executive Officers | 26 |
| Principal Stockholders | 27 |
| Delinquent Section 16(a) Reports | 27 |
| EXECUTIVE COMPENSATION | 28 |
| 2023 Summary Compensation Table | 28 |
| Outstanding Equity Awards at December 31, 2023 | 30 |
| Potential Payments upon Termination or Change in Control | 31 |
| Pay Versus Performance | 33 |
| EQUITY COMPENSATION PLAN INFORMATION | 35 |
| AUDIT COMMITTEE REPORT | 36 |
| RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2) | 37 |
| Audit Fees and All Other Fees | 37 |
| ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (PROPOSAL 3) | 39 |
| APPROVAL OF THE EXCULPATION AMENDENT (PROPOSAL 4) | 40 |
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