UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) May 11, 2012

KOPIN CORPORATION
(Exact Name of Registrant as Specified in Charter)

 
					
DELAWARE	 	000-19882	 	04-2833935	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
		
200 John Hancock Road, Taunton, MA	 	02780	
(Address of Principal Executive Offices)	 	(Zip Code)	
Registrant’s telephone number, including area code (508) 824-6696

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of Kopin Corporation (the “Company”) was held on May 11, 2012. The following matters were acted upon:
1. ELECTION OF DIRECTORS
John C.C. Fan, James K. Brewington, David E. Brook, Andrew H. Chapman, Morton Collins, Chi Chia Hsieh, and Michael J. Landine were all elected to serve as directors of the Company until their successors are duly elected and qualified. The results of the election of directors are as follows:

Nominee	  	Votes For	 	  	Votes Withheld	 	
John C.C. Fan	  	 	35,143,537	  	  	 	977,288	  	
James K. Brewington	  	 	35,737,453	  	  	 	383,372	  	
David E. Brook	  	 	32,625,932	  	  	 	3,494,893	  	
Andrew H. Chapman	  	 	35,144,421	  	  	 	976,404	  	
Morton Collins	  	 	35,134,296	  	  	 	986,529	  	
Chi Chia Hsieh	  	 	31,567,705	  	  	 	4,553,120	  	
Michael J Landine	  	 	35,738,053	  	  	 	382,772	  	
2. APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2010 EQUITY INCENTIVE PLAN
A proposal to ratify an amendment to the Company’s 2010 Equity Incentive Plan (the Plan) to increase the number of shares authorized for issuance under the Plan was approved by the following votes:

Votes For	 	Votes Against	 	Abstain	 	Broker Non-Votes	
25,036,557	 	10,940,494	 	143,774	 	15,890,203	
3. RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY.
Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company was approved by the following votes:

Votes For	 	Votes Against	 	Abstain	 	Broker Non-Votes	
50,752,549	 	1,186,958	 	71,521	 	0	
4. AN ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION.
An advisory vote of the Company’s executive compensation was approved by the following votes:

Votes For	 	Votes Against	 	Abstain	 	Broker Non-Votes	
34,561,258	 	1,462,933	 	96,634	 	15,890,203	
As previously disclosed on a Form 8-K, the Board has determined that the Company will hold an advisory shareholder vote on the compensation of executives every year.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 		 	KOPIN CORPORATION	
			
Dated: May 15, 2012	 	By:	 	/s/ Richard A. Sneider	
	 		 	Richard A. Sneider	
	 		 	Treasurer and Chief Financial Officer	
	 		 	(Principal Financial and Accounting Officer)