FormFactor (FORM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2026, will be held virtually to maximize accessibility and engagement for shareholders.

• Record 2025 revenues of $785 million, up 2.8% from 2024, driven by growth in generative AI applications and strategic investments in manufacturing and acquisitions.

• Strategic focus on R&D, advanced packaging, and expanding market share in Foundry & Logic probe cards.

• Board emphasizes diversity, skills, and annual self-assessment to ensure effective governance and alignment with shareholder interests.

Voting matters and shareholder proposals

• Election of seven directors, including six independents and the CEO, for one-year terms.

• Amendment to Certificate of Incorporation to add officer exculpation and remove obsolete provisions, aligning with updated Delaware law.

• Advisory approval of 2025 executive compensation (say-on-pay).

• Amendment to the 2012 Equity Incentive Plan to add 5,000,000 shares for future grants.

• Ratification of KPMG LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of seven members post-2026 meeting, with a majority being independent.

• Annual board skills assessment ensures a broad mix of expertise in leadership, finance, technology, ESG, and M&A.

• Chairperson and CEO roles are separated; independent Chair acts as lead director.

• Committees: Audit, Compensation, and Governance/Nominating, all comprised of independent directors.

• Stock ownership guidelines for directors and executives to align interests with shareholders.