AGM 2021

May 20, 2021

Afternoon. My name is Darren Gillardick. I am the Executive Chairman of the Board and the Interim Chief Executive Officer of Everspin Technologies. I'm happy to welcome you to Everspin Technologies Annual 2021 Annual Stockholders Meeting. The meeting will now officially come to order. The time is now 1:01 Thursday, May 20, 2021, and the polls are open for voting on all matters to be presented. As you know, we are hosting today's meeting through a virtual online platform hosted by Broadridge. Before we proceed with the formal business of the meeting, I'd like to introduce to you members of the Board and the business team who are with us today. The other Board members with us virtually are Larry Finch, Mike Gustafson, Jeff Tate and Jeff Rebar. The officers of the company with us virtually today are Troy Winslow, Manuj Agarwal and Sanjeet Agarwal. I would also like to introduce Dan Roeder of Ernst and Young, the company's independent registered public accounting firm and Joshua Snyderman of Snell and Wilmer, the company's outside legal counsel, who are also in attendance virtually and available to respond to appropriate questions as needed. Mr. Snyderman will serve as Secretary of the meeting and record the proceedings. We will now proceed with the formal business of the meeting and order set forth in the notice of annual meeting and proxy statement. We will first present 3 proposals submitted for approval by our Board. We will take questions related to the proposal after all of the proposals have presented, after which we will announce the preliminary results of voting. As mentioned earlier, the polls are open for voting on all matters to be presented. After I describe each item to be voted on and take any statements or answer any questions with respect to those proposals, we will close the polls. We will not accept ballots, proxies, revocations or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, You do not need to vote now and your shares will be voted as previously instructed. If you intend to vote or have not voted already and plan if you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote and vote online now. Guests to the meetings will not be able to ask questions. For stockholders who have joined the meeting using their 16 digit control number to ask a question, simply click on Ask a Question prompt on your screen to submit your questions or call them out online. We will try to answer the questions submitted that are germane to the proposal and or to this meeting as and if we have time. Please submit your questions now to make sure they are received in a timely fashion for our review and response. Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list? I have at this meeting a complete list of the holders of record of the company's common stock on March 26, 2021, the record date for this meeting. A list of stockholders of record is available for inspection by stockholders of record during this meeting Any reason germane to this meeting, please click on the registered shareholder list button in your online portal to view the list. I also have an affidavit carrying that on April 7, 2021, the company's proxy materials, including the notice of Internet availability of proxy materials, were deposited in the United States mail to all stockholders of record at the close of business on March 26, 2021. At this time, I'd like to introduce Anuj Agarwal, our Interim Chief Financial Officer, who is present virtually. I'm appointing Mr. Agarwal to act as the Inspector of Election at this meeting. Mr. Agarwal has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of voters, accept their votes and when the balloting on all matters is completed to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum. I have been informed by an Inspector of Election that proxies have been received for 10,000,000 787,486 of the 19,218,450 56 shares of common stock outstanding on the record date, which represents approximately 56.13% of the total number of outstanding shares. This constitutes a quorum for the meeting today and we may now carry out the official business of the meeting. We will now proceed with the formal business of this meeting. After all the proposals have been described, we will answer any questions related to the proposal submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to the proposals. Please submit any questions as soon as possible for our review. There are 3 proposals to be considered by the stockholders at this meeting. The first item of business is the election of the 5 directors to serve until the next Annual Meeting of Stockholders and until their successors are elected. The nominees for Director are Darren Billerbeck, Jeffrey R. Tate, Lawrence G. Finch, Michael B. Gustafson and Jeffrey Rebar. The second item of business day is the ratification of the selection by the Audit Committee of the Board of Directors of Ernst and Young as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021. The 3rd item of business today is the approval of the amendment to the amended and restated 2016 Equity Incentive Plan to increase the number of authorized shares under the plan. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions at the time that pertain to the proposals. Please note that our discussion today may include forward looking statements and our actual results may differ materially from those disclosed here. Additional information concerning factors that could cause such a difference could be found in our most recently filed quarterly Form 10 Q. Anuj, are there any questions? Not at this time, Darren. There are no further questions. The time is now 1.0 8 pm, May 20, 2021, and the polls are now closed for voting. May we have the results of the voting? Darren, I believe we're going to get the final tally from Broadridge later today. So I think we're going to expect to report the preliminary voting results On a timely basis on a Form 8 ks that will be filed within 4 business days after the end of this meeting. Okay. So let me ask you. So the proposal to elect the 5 directors of the company, Do we have an update on that? The preliminary numbers that we have from Broadridge are that all the proposals have been approved. And we'll have the final numbers reported on Form 8 ks. Okay. So we expect to report our preliminary results, if available, on a timely basis. Our final voting results on the current report, Form 8 ks, is to be filed with the SEC within 4 business days after this meeting. If not earlier reported, we expect to report our final voting results and an amendment to our Form 8 ks within 4 business days and after the final results are known to us. This concludes the formal portion of today's meeting and the annual meeting is now closed.