Netlist Inc. Files 8-K: Director Changes, Officer Appointments, Shareholder Votes
Ticker: NLST · Form: 8-K · Filed: Sep 11, 2025 · CIK: 1282631
Sentiment: neutral
Topics: corporate-governance, officer-appointment, director-departure, shareholder-vote
TL;DR
Netlist 8-K: Board shakeup, new execs, and shareholder votes on tap.
AI Summary
Netlist, Inc. filed an 8-K on September 11, 2025, reporting events as of September 9, 2025. The filing indicates a departure of directors or certain officers, election of directors, appointment of certain officers, and updates on compensatory arrangements. It also covers the submission of matters to a vote of security holders and other events, along with financial statements and exhibits.
Why It Matters
This 8-K filing signals potential shifts in Netlist's corporate governance and executive team, which could impact strategic direction and operational oversight.
Risk Assessment
Risk Level: medium — Changes in directors and officers, along with shareholder votes, can indicate internal shifts or strategic realignments that may carry inherent risks.
Key Players & Entities
- NETLIST, INC. (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- September 9, 2025 (date) — Earliest event reported
- September 11, 2025 (date) — Filing date
FAQ
What specific changes occurred regarding directors or officers?
The filing indicates a departure of directors or certain officers, the election of directors, and the appointment of certain officers.
Were there any updates to executive compensation?
Yes, the filing mentions compensatory arrangements of certain officers.
Were any matters submitted for a vote by security holders?
Yes, the filing reports the submission of matters to a vote of security holders.
What is the primary business of Netlist, Inc.?
Netlist, Inc. operates in the Semiconductors & Related Devices industry, SIC code 3674.
When is Netlist, Inc.'s fiscal year end?
Netlist, Inc.'s fiscal year ends on December 27.
Filing Stats: 1,316 words · 5 min read · ~4 pages · Grade level 10.7 · Accepted 2025-09-11 09:08:52
Key Financial Figures
- $0.001 — ch registered Common stock, par value $0.001 per share NLST None Indicate by c
Filing Documents
- tm2525622d1_8k.htm (8-K) — 47KB
- tm2525622d1_ex10-1.htm (EX-10.1) — 129KB
- tm2525622d1_8kimg001.jpg (GRAPHIC) — 2KB
- 0001104659-25-089286.txt ( ) — 375KB
- tmb-20250909.xsd (EX-101.SCH) — 3KB
- tmb-20250909_lab.xml (EX-101.LAB) — 33KB
- tmb-20250909_pre.xml (EX-101.PRE) — 22KB
- tm2525622d1_8k_htm.xml (XML) — 3KB
02. Departure of Directors or Certain
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As disclosed under Item 5.07 of this Current Report on Form 8-K, on September 9, 2025, the stockholders of Netlist, Inc. (the "Company") approved the Netlist, Inc. 2025 Equity Incentive Plan (the "Plan") at the Company's 2025 Annual Meeting of Stockholders (the "Annual Meeting"). The Plan is described in greater detail in " Proposal No. 6 — Approval of the 2025 Equity Plan — Summary of Material Features of our Plan " in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on July 24, 2025, as amended and supplemented to date (as supplemented and amended, the "Proxy Statement") which description is incorporated herein by reference. The description of the Plan contained in the Proxy Statement and in this Current Report on Form 8-K are each qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
07. Submission of Matters to a Vote
Item 5.07. Submission of Matters to a Vote of Security Holders. On September 9, 2025, the Company held its Annual Meeting in Irvine, California. Of the Company's 292,464,426 shares of Common Stock issued and outstanding and eligible to vote as of the record date of July 18, 2025, a quorum of 176,472,652 shares, or approximately 60.34% of the eligible shares, was present in person or represented by proxy at the Annual Meeting. Each of the matters set forth below is described in detail in the Proxy Statement. The following actions were taken at the Annual Meeting: Proposal No. 1. Election of Directors The Company's stockholders voted on the election of three director nominees to the Board of Directors, each to serve until the next annual meeting or until their respective successor is duly elected or appointed and qualified. Director For Withheld Broker Non-Votes Chun K. Hong 86,601,967 4,908,602 84,962,083 Blake Welcher 88,046,579 3,463,990 84,962,083 Jun Cho 87,427,956 4,082,613 84,962,083 Based on the votes set forth above, Messrs. Chun K. Hong, Blake Welcher and Jun Cho were duly elected to serve until the Company's 2026 Annual Meeting of Stockholders or until their respective successor is duly elected or appointed and qualified. Proposal No. 2. Ratification of Appointment of Independent Registered Public Accounting Firm The Company's stockholders approved the ratification of the appointment of Macias Gini & O'Connell LLP as the Company's independent registered public accounting firm for the Company's For Against Abstain Broker Non-Votes 172,666,005 1,369,146 2,437,501 - Proposal No. 3. Advisory Vote to Approve Named Executive Officer Compensation The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The votes cast were as follows: For Against Abstain Broker Non-Votes 79,236,990 9,234,316 3,039,263 84,
01. Other Events
Item 8.01. Other Events. On September 9, 2025, the Company adjourned the Annual Meeting following the approval of the proposals described in Item 5.07 of this Current Report Form 8-K, but without conducting the vote on "Proposal No. 5 — Approval of Amendment to our Restated Certificate of Incorporation to Increase the Authorized Shares of our Common Stock" set forth in the Proxy Statement. As announced at the Annual Meeting, the Annual Meeting will reconvene on Wednesday, September 24, 2025 at 10:00 a.m., Pacific Time, at UCI Research Park, Cypress Room, 5301 California, Irvine, California 92617. The Company does not expect any items of business at the reconvened Annual Meeting other than conducting the vote on Proposal No. 5. Stockholders may vote their shares or change their vote on "Proposal No. 5 — Approval of Amendment to our Certificate of Incorporation to Increase the Authorized Shares of our Common Stock" either by voting in person when the Annual Meeting is reconvened or by submitting their proxy by mail, telephone or via the Internet, as described in the Proxy Statement. Proxies that have already been submitted do not need to be resubmitted to be tallied with respect to Proposal No. 5 when the Annual Meeting is reconvened.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 10.1+ Netlist, Inc. 2025 Equity Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + Management Compensation Plan or Arrangement 3 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. NETLIST, INC. Date: September 11, 2025 By: /s/ Gail M. Sasaki Gail M. Sasaki Executive Vice President and Chief Financial Officer 4