Form 8-K - Current report

INTEVAC, INC.

Date: October 1, 2024

/s/ CAMERON McAULAY

Cameron McAulay

Chief Financial Officer, Secretary and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

September 30, 2024

Date of Report (date of earliest event reported)

INTEVAC, INC.

(Exact name of Registrant as specified in its charter)

State of Delaware

0-26946

94-3125814

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification Number)

3560 Bassett Street

Santa Clara, CA 95054

(Address of principal executive offices)

(408) 986-9888

(Registrant’s telephone number, including area code)

N/A

(Former name or former address if changed since last report)

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock ($0.001 par value)

IVAC

The Nasdaq Stock Market LLC (Nasdaq) Global Select

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Retirement of Chairman of the Board

On September 30, 2024, David S. Dury, Chairman of the Board of Directors (the “Board”) of Intevac, Inc. (the “Company”), notified the Company and the Board that he will not stand for re-election at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”). Mr. Dury will remain a member of the Board until the Annual Meeting. Mr. Dury’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Chairman of the Board

On September 30, 2024, the Board appointed Kevin Barber as Chairman of the Board.

Board Committee Assignment

On August 27, 2024, the Company filed a Current Report on Form 8-K (the “Initial 8-K”) disclosing the appointment of Mr. Eiji Miyanaga to the Board. At the time of the filing of the Initial 8-K, the Board had not determined committee assignments for Mr. Miyanaga. On September 30, 2024, the Board appointed Mr. Miyanaga to serve as a member of the Human Capital Committee of the Board.

A copy of the press release issued by the Company announcing Mr. Dury’s retirement as Chairman of the Board and Mr. Barber’s appointment as Chairman of the Board is filed as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press release dated October 1, 2024

104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

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.

Exhibit 99.1


		3560 Bassett Street, Santa Clara CA 95054



Cameron McAulay Chief Financial Officer (408) 986-9888		Claire McAdams Investor Relations (530) 265-9899

Intevac Announces Appointment of Kevin Barber as Board Chairman

Replacing David S. Dury, Board Chairman since 2017, as Part of the Company’s Planned Succession Strategy

Santa Clara, Calif. — October 1, 2024 — Intevac, Inc. (Nasdaq: IVAC), a leading supplier of thin-film processing systems, today announced the appointment of Kevin Barber as the Company’s Board Chairman, effective today. Mr. Barber succeeds David S. Dury, who has served as Board Chairman since 2017 and will remain on the Board until the annual meeting of stockholders in 2025.

“I would like to thank David for his meaningful contributions during his time as Board Chairman,” commented Nigel Hunton, Intevac’s president and chief executive officer. “David has proven to be a critical asset to the Company and has been instrumental in many key aspects of the Company’s success. We are pleased to announce Kevin as our new Board Chairman. Kevin has been with us for several years, and his acumen, customer knowledge, proven track record and true technical expertise will make him a continued strong asset to the Company. All of us at Intevac are looking forward to working with both as we continue to execute on our growth strategy and deliver shareholder value.”

Mr. Dury has been the Board Chairman since 2017 and has overseen a number of key deliverables for the Company, including significant upgrades at the Board level in 2018, 2019 and this year. In addition to these appointments, Mr. Dury led the hire of Nigel Hunton as CEO in early 2022. Mr. Dury also successfully oversaw the sale of Photonics in 2021, a move that simplified and focused the Company into one business.

Mr. Barber joined the Board of Directors in 2018, bringing a wealth of expertise that is deeply relevant to his role at Intevac. Mr. Barber has experience growing businesses such as Synaptics, where the touch and display business grew to over $1 billion in annual revenue. Additionally, he has built semiconductor manufacturing capability with multiple global factories and led multiple businesses toward growth creation. Mr. Barber is also deeply familiar with the Company, its technology and opportunities, having been a member of the Board since 2018.

“It has been an honor to work with Intevac’s outstanding board members and senior management throughout my tenure as Chairman, and I am delighted to welcome Kevin to the role and look forward to continuing to serve the Company’s Board of Directors at this exciting time,” commented Mr. Dury.

About Intevac, Inc.

Founded in 1991, we are a leading provider of thin-film process technology and manufacturing platforms for high-volume manufacturing environments. As a long-time supplier to the hard disk drive (HDD) industry, our industry-leading 200 Lean^® platform supports the majority of the world’s capacity for HDD disk media production, as well as all technology upgrade initiatives currently underway in support of next-generation HAMR (heat-assisted magnetic recording) media. With over 30 years of leadership in designing, developing, and manufacturing high-productivity, thin-film processing systems, we also are leveraging our technology and know-how for additional markets with our groundbreaking TRIO^™ platform, which enables high-value coatings to be deployed cost-effectively on an array of glass displays and other substrates, including for consumer devices. For more information call 408-986-9888, or visit the Company’s website at www.intevac.com.

Document and Entity Information	Sep. 30, 2024
Cover [Abstract]
Entity Registrant Name	INTEVAC INC
Amendment Flag	false
Entity Central Index Key	0001001902
Document Type	8-K
Document Period End Date	Sep. 30, 2024
Entity Incorporation State Country Code	DE
Entity File Number	0-26946
Entity Tax Identification Number	94-3125814
Entity Address, Address Line One	3560 Bassett Street
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	(408)
Local Phone Number	986-9888
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock ($0.001 par value)
Trading Symbol	IVAC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false