Everspin Technologies, Inc. (MRAM)
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AGM 2026

May 22, 2026

Summary

The meeting covered director elections, auditor ratification, executive compensation, and an equity plan amendment. All proposals passed, with a quorum established and no shareholder questions submitted.

Operator

Welcome to the annual meeting for Everspin Technologies, Inc. Our host for today's call is Dr. Sanjeev Aggarwal, President and CEO. I will now turn the call over to your host, Dr. Aggarwal. You may begin

Sanjeev Aggarwal
President and CEO, Everspin Technologies

Good afternoon. My name is Sanjeev Aggarwal, and I'm the President and CEO of Everspin Technologies, Inc. I'm very happy to welcome you to the Everspin Technologies, Inc. 2026 annual meeting of stockholders. The meeting will now officially come to order. The time is now 5:05 P.M. Eastern Daylight Time on Thursday, May 21, 2026, and the polls are now 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 would like to introduce to you the members of the Board and the business team who are with us today. The other members of the Board with us virtually today are Darin G. Billerbeck, Lawrence G. Finch, Glen Hawk, Tara Long, Douglas Mitchell, and Geoff Ribar.

The other officer of the company with us virtually today is Bill Cooper. I would also like to introduce Ashley Piper and Katerina O'Connor of Ernst & Young LLP, the company's independent registered public accounting firm, and Matthew Hemington of Cooley LLP, the company's outside legal counsel, who are also in attendance virtually and available to respond to appropriate questions as needed. Mr. Hemington will serve as Secretary of the Meeting and record the proceedings. We will proceed with the formal business of the meeting in the order set forth in the notice of annual meeting and proxy statement. We will first present the four proposals submitted for approval by our board. We will take questions related to the proposals after all the proposals have been presented, after which we will announce the preliminary results of the voting.

As I 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 these 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 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 online now. Guests to the meeting will not be able to ask questions.

For stockholders who have joined the meeting using their 16-digit control number, to ask a question, click on the Ask a Question prompt on your screen to submit your question or comment online. We will try to answer questions submitted that are germane to the proposals and/or this meeting as and if we have time. Please submit your questions now to make sure they're 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?

Matthew Hemington
Secretary of the Meeting, Cooley LLP

I have at this meeting a complete list of the holders of record of the company's common stock on March 24th, 2026, the record date for this meeting. I also have an affidavit certifying that on April 7th, 2026, 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 24th, 2026.

Sanjeev Aggarwal
President and CEO, Everspin Technologies

At this time, I would like to introduce Bill Cooper, our Chief Financial Officer, who is present virtually. Mr. Cooper has been appointed to act as Inspector of Elections at this meeting. Mr. Cooper 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 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?

Matthew Hemington
Secretary of the Meeting, Cooley LLP

I have been informed by the Inspector of Elections that proxies have been received for 15,105,539 of the 23,294,478 shares of common stock outstanding on the record date, which represents approximately 64.84% of the total number of outstanding shares. This constitutes a quorum for the meeting today. We may now carry out the official business of the meeting.

Sanjeev Aggarwal
President and CEO, Everspin Technologies

We will now proceed with the formal business of this meeting. After all of the proposals have been described, we will answer any questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. There are four proposals to be considered by the stockholders at this meeting. The first item of business is the election of the seven Directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. The nominees for Director are Sanjeev Aggarwal, Ph.D., Darin G. Billerbeck, Lawrence G. Finch, Glen Hawk, Tara Long, Douglas Mitchell, and Geoff Ribar.

The second item of business today is the ratification of the selection by the audit committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026. The third item of business today is an advisory vote to approve the compensation of the company's named executive officers, also known as a Say on Pay proposal. The fourth item of business today is a vote to approve the amendment and restatement of the Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive 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 this time that pertain to the proposals. Bill, are there any questions?

Bill Cooper
CFO, Everspin Technologies

There are no questions at this time.

Sanjeev Aggarwal
President and CEO, Everspin Technologies

There are no questions. The time is now 5:14 P.M. Eastern Daylight Time, and the polls are now closed for voting. May we have the results of the voting?

Matthew Hemington
Secretary of the Meeting, Cooley LLP

The preliminary report of the Inspector of Elections covering the proposals presented at this meeting is as follows. Each of the seven director nominees is elected. The selection of Ernst & Young LLP as independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026 is ratified. The Say on Pay proposal is approved. The amendment and restatement of the Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan is approved.

Sanjeev Aggarwal
President and CEO, Everspin Technologies

We expect to report our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting. This concludes the formal portion of today's meeting, and the annual meeting is now concluded.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.