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Get filing alertsEverspin shareholders approve 1.8M share increase to equity plan, ban option repricing
Filed May 22, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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Stockholders approved adding 1.8 million shares to the 2016 Equity Incentive Plan for employee stock compensation, expanding the pool available for options and restricted stock awards.
Item 5.07 verify on EDGAR → -
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Amended plan now prohibits repricing underwater stock options or canceling them for cash/new awards without shareholder approval, protecting against dilutive management-friendly actions.
Item 5.07 verify on EDGAR → -
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Equity plan amendment passed with approximately 30% of votes against, showing meaningful shareholder opposition to the dilution despite overall approval.
Item 5.02 verify on EDGAR → -
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All seven director nominees elected to one-year terms; Ernst & Young ratified as auditor for 2026; executive compensation approved on advisory basis.
Item 5.02 verify on EDGAR →
Summary
Everspin Technologies held its 2026 Annual Meeting on May 21, where shareholders approved a significant expansion of the company's equity compensation program. The amended 2016 Equity Incentive Plan adds 1.8 million shares to the pool available for employee stock options and other equity awards—a material increase in potential dilution for existing shareholders.
The vote was closer than other proposals, with roughly 30% voting against, suggesting some investor concern about the dilution impact. On the positive side, the amended plan includes new shareholder protections. Management can no longer reprice underwater options or cancel them in exchange for cash or new awards without explicit stockholder approval.
This prevents the company from rewarding employees when the stock underperforms by resetting option strike prices. The plan also sets the maximum incentive stock options at three times total reserved shares, providing flexibility for tax-advantaged grants. Retail investors should monitor how quickly the company uses these new shares and whether the equity grants translate into improved business performance. The next proxy statement will show actual grant patterns and whether management is using equity compensation efficiently to drive shareholder value.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Amended 2016 Plan provides that the aggregate maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the Amended 2016 Plan is a number of shares equal to three multiplied by the aggregate number of shares reserved for issuance under the Amended 2016 Plan.
The amended plan sets the maximum number of shares that can be issued as incentive stock options (ISOs) at three times the total shares reserved under the plan. This provides flexibility for the company to grant tax-advantaged ISOs to employees while maintaining an overall cap.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Everspin held its 2026 Annual Meeting on May 21, electing seven directors and approving auditor, executive compensation, and equity plan amendments.
Added in current filing · verify on EDGAR →
The vote to approve the amendment and restatement of the Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan was approved.
Shareholders approved amendments to the 2016 Equity Incentive Plan with 7,462,346 votes for, 3,216,931 against, and 50,102 abstentions. This vote was closer than other proposals, with approximately 30% of votes cast against the plan changes.
Show 3 minor / wording changes
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Each of the seven directors proposed by Everspin for election was elected by the following votes to serve until Everspin’s 2027 Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified.
All seven director nominees were elected to serve one-year terms until the 2027 Annual Meeting. The directors include Darin G. Billerbeck, Geoffrey Ribar, Lawrence G. Finch, Sanjeev Aggarwal, Tara Long, Glen Hawk, and Douglas Mitchell. Vote totals ranged from approximately 7.3 million to 10.7 million votes in favor.
Added in current filing · verify on EDGAR →
The appointment of Ernst & Young LLP as Everspin’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.
Shareholders ratified Ernst & Young LLP as the independent auditor for fiscal year 2026 with 15,056,251 votes for, 35,168 against, and 14,120 abstentions. This is a routine annual vote confirming the audit committee's selection.
Added in current filing · verify on EDGAR →
The advisory vote to approve the compensation of Everspin’s named executive officers was approved.
Shareholders approved executive compensation on an advisory basis with 10,374,156 votes for, 215,571 against, and 139,652 abstentions. This non-binding vote indicates shareholder support for the company's executive pay practices.
Event · Item 8.01 — Other Events
Board committee composition updated following Annual Meeting; no material business impact disclosed.
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Effective immediately following the Annual Meeting, the composition of the committees of Everspin’s board of directors shall be as follows: Audit Committee: Geoffrey Ribar (Chair) Darin Billerbeck Lawrence G. Finch Tara Long Compensation Committee: Glen Hawk (Chair) Darin Billerbeck | Douglas Mitchell | Nominating and Corporate Governance Committee: Douglas Mitchell (Chair) Glen Hawk Geoffrey Ribar
The company disclosed the updated membership of its three board committees following the Annual Meeting. The Audit Committee is chaired by Geoffrey Ribar with three additional members, the Compensation Committee is chaired by Glen Hawk with two additional members, and the Nominating and Corporate Governance Committee is chaired by Douglas Mitchell with two additional members. This is a routine organizational update with no immediate material business impact.
Event · Item 9.01 — Financial Statements and Exhibits
Everspin filed an amended equity incentive plan with no material business impact disclosed.
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Added in current filing · verify on EDGAR →
Amended and Restated 2016 Equity Incentive Plan.
The company filed an amended and restated version of its 2016 Equity Incentive Plan. This is a routine administrative filing with no specific details disclosed about material changes to compensation structure, share reserve increases, or other substantive modifications.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 26, 2026 · How we verify