Welcome to the 2026 annual meeting for FormFactor, Inc. Our host for today is Tom St. Denis. At this time, all participants are in a listen-only mode. I will now turn the call over to your host. Mr. St. Denis, you may begin.
Good afternoon, everyone. I'm Tom St. Denis, Chairperson of the Board of Directors of FormFactor, and I now call FormFactor's 2026 annual meeting of stockholders to order. An agenda that outlines the order of business for the meeting has been made available online. Before proceeding to the business of the meeting, I'll note that members of the Board of Directors and management are present online today. Also present are representatives of KPMG, the company's independent registered public accounting firm. Heather Obi is acting as Inspector of Election. She has signed an oath to act in that capacity, which will be filed with the minutes of this meeting. We are being assisted today by Broadridge Financial Solutions in the tabulation of the votes. Alan Chan, the company's Corporate Secretary, will act as Secretary of this meeting.
If you are a shareholder and wish to submit a question, you may do so during the meeting by entering your question in the space provided on the webcast portal and clicking Submit. Following the conclusion of the formal portion of the meeting, we will answer submitted questions that relate to the items of business for this meeting. Though we may not be able to answer every question, we will provide a response to questions as time allows. On procedural matters for today's annual meeting, the shareholder list and a one-page rules of conduct has been provided online that everyone is expected to follow. Alan Chan will now report on the mailing of the notice of this meeting and the presence of a quorum.
Thank you, Tom. This meeting is held pursuant to the notice mailed on or about April 2, 2026, to each stockholder of record on March 16, 2026, under the SEC's Notice and Access Rule. All documents concerning the notice of the meeting, including the list of stockholders and the declaration of mailing, are available for inspection and will be filed with the records of the meeting. At this meeting, we have over 71,344,942 shares of the company's common stock present in person or by proxy. This is over 91% of the outstanding common stock of the company as of the record date.
I hereby declare a quorum present at this meeting, and this meeting is authorized to transact business. I hereby request that the tabulation report be filed with the minutes of this meeting. The first matter to be voted upon by FormFactor stockholders is the election of directors to serve until the 2027 annual meeting.
Tom, in accordance with the recommendation and nomination of the Governance and Nominating Committee and the Board of Directors, I hereby nominate for election Rebecca Obregon Jimenez, Sherry Rhodes, Michael Slessor, Tom St. Denis, Kelly Stephen Weiss, Jorge Titinger, and Brian White as directors, each to serve on our board for a term of 1 year. Pursuant to the company's bylaws, no other nominations will be accepted.
The second matter to be voted upon by the stockholders is the approval of an amendment to our certificate of incorporation to reflect a new Delaware law that provides provisions regarding officer exculpation and to remove inoperative language relating to the classification of the board and references to our 2024 annual meeting of stockholders, which have no continuing effect.
Tom, in accordance with the recommendation of the board of directors, I hereby recommend that the amendment to our certificate of incorporation be approved.
The third matter to be voted upon is an advisory vote on the company's executive compensation.
Tom, in accordance with the recommendation of the Compensation Committee and the board of directors, I hereby recommend that the compensation paid to the company's named executive officers, as disclosed in the company's proxy statement, be approved.
The fourth matter to be voted upon by stockholders is the approval of an amendment of FormFactor's 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under that 2012 incentive plan by 5 million shares.
In accordance with the recommendation of the Compensation Committee and the board of directors, I hereby recommend the amendment of the 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 5 million shares, as disclosed in the company's proxy statement, be approved.
The fifth and final matter to be voted upon by the company stockholders is the ratification of the selection of KPMG LLP as the company's independent auditors for fiscal 2026.
Tom, the Audit Committee and the Board of Directors recommend the selection of KPMG LLP as the company's independent auditors for fiscal 2026. I hereby move to ratify such selection. This concludes the presentation of the proposals for voting at this meeting. The polls are now open for voting on the matters that have been presented at this meeting. As mentioned earlier, if you have already voted by proxy, you need not vote again at this meeting. If you are entitled to vote and if you have not voted, or if you would like to change your vote, you may do so by clicking the Vote Here button on the webcast portal and following the instructions provided. We will now pause to allow stockholders to complete their voting. The polls are now closed. No additional votes may be submitted. We will now pause to review the preliminary results of voting.
Based upon the preliminary information available from the tabulator and the Inspector of Election, subject to the final count and certificate of tabulation, the election of Rebecca Obregon Jimenez, Sherry Rhodes, Michael Slessor, Tom St. Denis, Kelly Stephen Weiss, Jorge Titinger, and Brian White as directors for a term of one year is approved. The amendment to FormFactor's amended and restated certificate of incorporation is approved. The compensation paid to FormFactor's named executive officers, as disclosed in the company's proxy statement, is approved by advisory vote. The amendment of FormFactor's 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 5 million shares is approved. The selection of KPMG LLP as FormFactor's independent auditor for fiscal 2026 is ratified.
I request that the report of the Inspector of Election, when completed, be filed with the minutes of the meeting. There are no other items of business for this meeting. We now conclude the formal portion of the shareholder meeting. FormFactor's 2026 Annual Meeting of Stockholders is hereby adjourned. At this point, we would like to respond to any stockholder questions. Alan will read questions we've received by way of the website portal, if any.
Tom, it appears that no such questions have been submitted and that we may now conclude the meeting.
Thank you. This meeting is now concluded.
This now concludes the meeting. Thank you for joining. Have a pleasant day.