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

INTEVAC, INC.

(Exact name of Registrant as specified in its charter)

State of Delaware (State or other jurisdiction of incorporation or organization)		0-26946 (Commission File Number)		94-3125814 (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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At Intevac, Inc.’s (“Intevac”) Meeting of Stockholders (“Annual Meeting”) held on May 20, 2010, Intevac’s stockholders, upon the recommendation of Intevac’s board of directors, approved an amendment to the Intevac 2004 Equity Incentive Plan (as amended, the “Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 500,000 shares.

A brief summary of the Plan is included as part of Proposal Two in Intevac’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2010. The summary of the Plan contained in the proxy statement is qualified by and subject to the full text of the Plan, which is attached as an exhibit to this filing.

Item 5.07. Submission of Matters to a Vote of Security Holders.

     The matters voted upon at Intevac’s Annual Meeting held on May 20, 2010 and the results of such voting are set forth below:

														Abstentions
		Affirmative				Negative				Votes				and Broker
		Votes				Votes				Withheld				Non-Votes
Proposal 1: Election of Directors
Norman H. Pond			18,386,319				N/A				67,633				2,275,469
Kevin Fairbairn			18,418,558				N/A				35,394				2,275,469
David S. Dury			18,124,226				N/A				329,726				2,275,469
Stanley J. Hill			18,122,126				N/A				331,826				2,275,469
Robert Lemos			18,175,372				N/A				278,580				2,275,469
Ping Yang			18,363,877				N/A				90,075				2,275,469
All director nominees were duly elected.

Abstentions

Affirmative

Negative

Votes

and Broker

Votes

Votes

Withheld

Non-Votes

Proposal 2: Proposal to approve an amendment to the Intevac 2004 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 500,000 shares

15,898,850

1,834,579

—

2,995,992

Proposal 2 was approved.

Abstentions

Affirmative

Negative

Votes

and Broker

Votes

Votes

Withheld

Non-Votes

Proposal 3: Ratification of Grant Thornton LLP as independent public accountants for the fiscal year ending December 31, 2010

20,398,697

318,079

—

12,645

Proposal 3 was approved.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
10.1		2004 Equity Incentive Plan, as amended

     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.