form-20260320

PRELIMINARY PROXY SUBJECT TO COMPLETION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12


FormFactor, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.





2026									PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

Dear Fellow Stockholders,

It is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders of FormFactor, Inc. on Friday, May 15, 2026 at 3:00 p.m. Pacific Daylight Time. Our Annual Meeting will again be conducted online via a live webcast, as we have found a virtual meeting provides greater accessibility and inclusivity for all stockholders. You will be able to attend the Annual Meeting and vote online during the meeting by visiting www.virtualshareholdermeeting.com/FORM2026.

This Proxy Statement contains important information for voting your shares and explains how our Board of Directors oversaw your investment during the past year. It also provides information about our engaged and effective Board of Directors, corporate governance and executive compensation practices, commitment to sustainability and corporate responsibility, and active dialogue with and responsiveness to our stockholders.

Financial Performance and Business Strategy. FormFactor is a global leader in semiconductor test and measurement, with market opportunities that span the industry. We serve customers’ applications from research to high-volume production, which we describe as supporting them “from the Lab to the Fab.”

In 2025, we generated record revenues of $785 million, representing a 2.8% increase from 2024. Our diversification strategy sets us apart from our direct competitors, as our unique multi-market Probe Cards Segment portfolio, combined with our Systems Segment products, enables us to compete for business across diverse demand pools at all major semiconductor manufacturers.

The breadth of our business produced relatively stable aggregate demand across our served markets and generated top-line growth in 2025. Customer investment in growing areas driven by the rapid adoption of generative AI, like high-bandwidth memory (HBM) and co-packaged optics, helped offset the impact of sectors at cyclically low levels, like mobile handsets, PCs, and automotive.

We took significant actions last year to improve our profitability, including reducing cycle times and increasing manufacturing yields. These initiatives enabled us to exit 2025 with non-GAAP gross margins 5.4 percentage points higher than at the end of the second quarter. Early in January 2026, we announced a restructuring that we expect will enable us to further increase our profitability in 2026 and beyond.

We also invested in an important new manufacturing facility, purchasing an existing fit-for-purpose site in Farmers Branch, Texas. We anticipate this facility, in a low-cost manufacturing area, will enable us to meet anticipated future demand for advanced packaging-enabled probe cards while continuing our profitability improvement trajectory, albeit at a slower pace than achieved this year. In addition, we purchased Keystone Photonics, a leading-edge optical testing company, strengthening the range of integrated electrical and optical probe solutions we offer customers in the exciting new area of co-packaged optics.

We believe our strategy of continued investment in R&D for new-product innovation and competitive differentiation, especially in our product roadmap for advanced packaging applications, paired with our investments in increasing capacity, will position us to deliver market-share gains and drive above-industry revenue and profit growth. Complementing our strong position in DRAM probe cards, our short-term goal continues to be to expand and diversify FormFactor’s market position in Foundry & Logic probe cards, both through new customer qualifications in client PC and server applications, and through new products that improve our competitive position in high-performance-compute GPU and custom-ASIC XPU applications.

Connecting with Stockholders. In 2025, we attended more than two dozen virtual and in-person conferences. We believe this active engagement demonstrates the accountability of our Board of Directors and management to our stockholders, and we remain committed to maintaining this active dialogue with our investors.

Human Capital. We continue to be focused on maintaining a highly qualified and engaged workforce and providing opportunities for growth and advancement, while building a strong, inclusive culture that supports our diversity of backgrounds, experiences, and perspectives. Our goal is to create a work environment that is solidly aligned with the interests of our stockholders where employees everywhere feel welcome, valued, and supported to contribute to their highest potential.

Maintaining a Highly Qualified and Diverse Board. We believe our Board of Directors is well-functioning and highly engaged. Our Board has long recognized the importance of varied perspectives, industry knowledge, thought leadership, and functional experience in overseeing the company’s governance, operations, leadership, structure, and strategy. The Board’s annual self-assessment process continues to assure we maintain the right mix of skills, experiences, and perspectives to guide FormFactor’s future growth.

Your vote is important. The agenda for our Annual Meeting of Stockholders is described in detail in the attached Notice of 2026 Annual Meeting of Stockholders and in the attached Proxy Statement. I strongly encourage you to attend the virtual meeting and participate. Whether or not you are able to attend the Annual Meeting, we urge you to vote your shares at your earliest convenience. Thank you for your continued support and your participation in this year’s Annual Meeting of Stockholders

Sincerely,

Michael D. Slessor

President and Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS


When:	May 15, 2026 at 3:00 p.m., Pacific Daylight Time
Where:	The Annual Meeting will be a virtual meeting of stockholders, which will be conducted online via live webcast. Stockholders of record will be able to attend the Annual Meeting, submit questions, view the stockholder list, and vote online during the meeting by visiting www.virtualshareholdermeeting.com/FORM2026 and using the 16-digit control number included on their proxy card or Notice of Internet Availability. Beneficial owners should review the Proxy Statement as well as their voting instruction form or Notice of Internet Availability of Proxy Materials for how to vote in advance of and participate in the Annual Meeting. We believe a virtual meeting provides the greatest opportunity for stockholder attendance and engagement.
Items of Business:	1.	Election of the seven directors named in the Proxy Statement;
	2.	Approval of an amendment to our Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation;
	3.	Advisory approval of FormFactor, Inc.’s 2025 executive compensation;
	4.	Approval of an amendment to the FormFactor, Inc. 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 5,000,000 shares;
	5.	Ratification of the selection of KPMG LLP as FormFactor, Inc.’s independent registered public accounting firm for fiscal year 2026; and
	6.	Action upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Who Can Vote:	Holders of FormFactor, Inc. common stock at the close of business on March 16, 2026. Your vote is important.
Record Date:	The record date for determining those stockholders of our Company who will be entitled to notice of, and to vote at, the Annual Meeting, and at any adjournment thereof, is March 16, 2026.

Whether or not you are able to attend the Annual Meeting online, we urge you to vote your shares through the Internet in accordance with the instructions in the Notice of Internet Availability of Proxy Materials that you received in the mail, or by signing, dating and returning a proxy card or voting instruction form at your earliest convenience.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 3:30 p.m. Pacific Daylight Time on the date specified above and at the company’s principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investor Relations page of the Company’s website at investors.formfactor.com.

By order of the Board of Directors,

Alan Chan

Senior Vice President, Chief Legal Officer and
Corporate Secretary


INTERNET AVAILABILITY OF PROXY MATERIALS
We are taking advantage of the Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish proxy materials to their stockholders through the Internet. This Proxy Statement and our 2025 Annual Report on Form 10-K are available at http://proxyvote.com. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about April [•], 2026, we mailed to stockholders as of the record date a Notice of Internet Availability of Proxy Materials (the “Notice”). If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice instructs you on how to access and review all the important information contained in this Proxy Statement and in our 2025 Annual Report on Form 10-K (which we posted on the Internet on the same date), as well as how to submit your proxy over the Internet. If you received the Notice and would still like to receive a printed copy of our proxy materials, you may request a printed copy of the proxy materials by following the instructions on the Notice. We will also provide, without charge, a copy of the 2025 Annual Report on Form 10-K, including the financial statements and the financial statement schedules, to any stockholder who submits a written request to us at our principal executive offices at FormFactor, Inc., Attn: Corporate Secretary, 7005 Southfront Road, Livermore, CA 94551.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements contained in this Proxy Statement and accompanying materials constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts are forward-looking statements. These forward-looking statements include statements concerning, among other things, the company’s expectations or objectives regarding future financial and operational results, including the effect of those results on the compensation discussed in this Proxy Statement, the company’s successful development and execution of strategic and operational plans and growth objectives, and the company’s achievement and execution of its corporate social responsibility objectives and standards, the estimated share usage under our 2012 Equity Incentive Plan, the expected or potential benefits of the proposed amendment to the 2012 Equity Incentive Plan as described in Proposal No. 4, and other statements regarding the company’s business. Forward-looking statements also include statements regarding the company’s management, compensation or governance practices or policies that may indicate an intent or expectation to continue such practices in the future. Where forward-looking statements are expressions of an intent or expectation to continue any management or governance practices, such continuation is subject to future change or cessation except as may be otherwise required by applicable law. In some cases, you can identify these statements by our use of forward-looking words, such as “may,” “might,” “will,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “designed to”, “opportunity”, “future”, and “continue,” the negative or plural of these words and other comparable terminology. The forward-looking statements included in this Proxy Statement and accompanying materials are based on information available to us as of the date hereof and our current expectations about future events, which are inherently subject to change and involve known and unknown risks and uncertainties. Statements regarding our corporate social responsibility efforts may also be based on standards for measuring progress that are still developing, internal controls that are evolving, and on assumptions that are subject to change in the future; in the context of this disclosure, they also may not be considered material for SEC reporting purposes. These statements are also aspirational and are not guarantees or indicators of future actions, targets, or results. You should not place undue reliance on these forward-looking statements. We have no obligation to update any of these statements, and we assume no obligation to do so. Actual events or results may differ materially from those expressed or implied by these statements due to various factors, including but not limited to the matters discussed in the section entitled “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

TABLE OF CONTENTS


SUMMARY OF PROPOSALS			1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			4
Board of Directors			4
Summary of Board Skills			8
Board Leadership Structure			9
Annual Evaluation of CEO and Succession Planning			9
Board Assessment and Director Evaluation			9
Board's Role in Risk Oversight			10
Corporate Governance Highlights			11
Corporate Governance Guidelines			11
Director Education			12
Stock Ownership Guidelines			12
Independence of Directors			12
Board Meetings			13
Committees of the Board of Directors			13
Compensation Committee Interlocks and Insider Participation			14
Consideration of Director Nominees			14
Corporate Codes and Polices			15
Stockholder Communications with Our Board			15
Board Attendance at Annual Meetings			15
Stockholder Engagement			15
Director Compensation			15
PROPOSAL NO. 2 — Amendment to Our Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation			18
Background of the Certificate Amendment			18
Reasons for the Certificate Amendment			19
Additional Information			19
PROPOSAL NO. 3 — ADVISORY APPROVAL OF THE COMPANY’S 2025 EXECUTIVE COMPENSATION			21
PROPOSAL NO. 4 — APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2012 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE 2012 EQUITY INCENTIVE PLAN BY 5,000,000 SHARES			23
Summary of Proposed Changes			23
About Our Request for Additional Shares			23
Plan Description			25
New Plan Benefits			27
Historical Plan Benefits			28
Equity Compensation Plan			29
PROPOSAL NO. 5 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2026			30
Principal Auditor Fees and Services			30
Pre-Approval of Audit and Non-Audit Services of Auditor			31
Report of the Audit Committee			31
COMPENSATION DISCUSSION AND ANALYSIS			32
Executive Summary			32
Compensation Governance Practices			33


2026 Proxy Statement						i


Compensation Framework			34
Peer Group			36
Compensation Decisions			36
Compensation Components			36
Stock Ownership Guidelines			42
Clawback Policy			42
Change of Control and Severance Benefits			43
Other Benefits and Perquisites			44
Tax Considerations			44
Compensation Committee Report			44
CORPORATE SOCIAL RESPONSIBILITY			44
EXECUTIVE COMPENSATION AND RELATED INFORMATION			46
Executive Officers			46
Summary Compensation			46
Grants of Plan-Based Awards in Fiscal Year 2025			47
Outstanding Equity Awards at Fiscal Year Ended December 27, 2025			48
Option Exercises and Stock Vested During Fiscal Year Ended December 27, 2025			49
Change of Control, Severance, Separation and Indemnification Agreements			49
PEO Pay Ratio			53
Pay Versus Performance			53
ADDITIONAL INFORMATION			59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			59
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			61
PROPOSALS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS			62
DELINQUENT SECTION 16(a) REPORTS			63
OTHER BUSINESS			64
ANNEX A			A-1
ANNEX B			B-1
ANNEX C			C-1

The information in the Report of the Audit Committee and the Compensation Committee Report contained in this Proxy Statement shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that we specifically and expressly incorporate this information by reference into such filings. In addition, this information shall not otherwise be deemed to be “soliciting material” or to be filed under those Acts.

In addition, this Proxy Statement includes several website addresses or references to additional company reports found on those websites. These website addresses are intended to provide inactive, textual references only. Please note that information on such websites, including the information contained in those reports, is provided for convenience only and is not incorporated by reference into this Proxy Statement.


2026 Proxy Statement						ii

ABOUT FORMFACTOR

FormFactor, Inc. (“FormFactor” or the “Company”), headquartered in Livermore, California, is a leading provider of electrical test and measurement technologies along the full semiconductor product lifecycle – from characterization, modeling, reliability, and design de-bug, to qualification and production test. We provide a broad range of high-performance probe cards, analytical probes, probe stations, thermal systems, and cryogenic systems to both semiconductor companies and scientific institutions. Our products provide electrical information from a variety of semiconductor and electro-optical devices and integrated circuits from early research, through development to high-volume production. Customers use our products and services to accelerate profitability by optimizing device performance, reducing scrap, and improving yields.

KEY DATES

Meeting Time: May 15, 2026 at 3:00 p.m., Pacific Daylight Time

Record Date: March 16, 2026

SUMMARY OF PROPOSALS

Below is a summary of the matters to be voted upon at our 2026 Annual Meeting of Stockholders. For more information about these items, please review FormFactor’s complete Proxy Statement and its Annual Report on Form 10-K for the year ended December 27, 2025.


PROPOSAL			BOARD RECOMMENDATION
Proposal No. 1: Election of Directors (page 4)			✔
Proposal No. 2: Amendment to Our Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (page 18)			✔
Proposal No. 3: Advisory approval of FormFactor, Inc.’s 2025 executive compensation (page 21)			✔
Proposal No. 4: Approval of an amendment to the FormFactor, Inc. 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 5,000,000 shares (page 23)			✔
Proposal No. 5: Ratification of the selection of KPMG LLP as FormFactor, Inc.’s independent registered public accounting firm for fiscal year 2026 (page 30)			✔


2026 Proxy Statement						1

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

General Information

Our Board of Directors (the “Board”) has made FormFactor’s proxy materials available to you on the Internet on or about April [•], 2026 or, upon your request, has delivered a printed set of the proxy materials to you by mail in connection with the solicitation of proxies by our Board for our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). FormFactor’s proxy materials are available on the Internet at http://proxyvote.com. We will hold the Annual Meeting on Friday, May 15, 2026, at 3:00 p.m., Pacific Daylight Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted online via live webcast.

We believe a virtual meeting provides the greatest opportunity for stockholder attendance and engagement.

The proxy materials include our Notice of 2026 Annual Meeting of Stockholders, Proxy Statement and the 2025 Annual Report on Form 10-K, which includes our audited consolidated financial statements. If you requested a printed set of the proxy materials by mail, the proxy materials also included a proxy card for the Annual Meeting. If you wish to receive a printed set of the proxy materials, please follow the instructions set forth on the Notice.

Householding

The proxy rules of the SEC permit companies and intermediaries, such as brokers and banks, to satisfy proxy statement delivery requirements for two or more stockholders sharing an address by delivering one proxy statement to those stockholders. This procedure, known as “householding,” reduces the amount of duplicate information that stockholders receive and lowers our printing and mailing costs.

Only one Notice and set of proxy materials may have been delivered to your address if multiple stockholders share that address unless we have received contrary instructions from you. Stockholders who wish to opt out of this procedure and receive separate copies of the Notice and proxy materials in the future, or stockholders who are receiving multiple copies and would like to receive only one copy, should contact their bank, broker or other nominee or us at the address, e-mail address or phone number below.

We will promptly send a separate copy of the Notice for the 2026 Annual Meeting if you send your request by mail to our Corporate Secretary at FormFactor, Inc., 7005 Southfront Road, Livermore, California 94551, by e-mail at corporatesecretary@formfactor.com or by phone at (925) 290-4000.

"Street Name" Shareholders

Most of our stockholders hold their shares of our common stock as a beneficial owner through a broker, bank or other nominee in “street name” rather than directly in their own name. If your shares of our common stock are held in an account with a broker, bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and the broker, bank or other nominee holding your shares on your behalf delivered the Notice or a voting instruction form to you. The nominee holding your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares being held by them.

Voting

Holders of our common stock are entitled to one vote for each share held as of the record date. You may change your vote or revoke your proxy at any time before the final vote at the Annual Meeting: (a) through the Internet before the Annual Meeting at http://proxyvote.com (only your latest Internet proxy submitted prior to the Annual Meeting will be counted), (b) by signing and returning a new proxy card with a later date if you are a stockholder of record, or (c) by attending the Annual Meeting and voting online at www.virtualshareholdermeeting.com/FORM2026 if you are a stockholder of record, or if you are a beneficial owner and have received a control number in your Notice, if you are a beneficial owner and have obtained a proxy from the nominee holding your shares giving you the right to vote your shares. Your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked.


2026 Proxy Statement						2

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2026 (Proposal No. 5) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 5. The election of directors (Proposal No. 1), the approval of an amendment to our Amended and Restated Certificate of Incorporation (Proposal No. 2), the advisory approval of FormFactor, Inc.’s 2025 executive compensation (Proposal No. 3), and the approval of an amendment to the FormFactor, Inc. 2012 Equity Incentive Plan (Proposal No. 4) are matters considered non-routine under applicable rules. A bank, broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal Nos. 1, 2, 3, and 4.

If you grant a proxy, the proxy holders, who are officers of the Company, will have the authority in their discretion to vote your shares on any other matters that are properly presented for a vote at the Annual Meeting. If for any reason any of the nominees are not available as a candidate for director, the proxy holders will vote your proxy for such other candidate or candidates as may be recommended by our Board.

Quorum

A majority of the shares of our common stock entitled to vote must be present online or represented by proxy at the Annual Meeting in order to hold the meeting and conduct business. We will count your shares for purposes of determining whether there is a quorum if you are present online at the Annual Meeting, if you have voted through the Internet, if you have voted by properly submitting a proxy card, or if the nominee holding your shares submits a proxy card. We will also count broker non-votes and abstentions for the purpose of determining if there is a quorum.

The Board is Making the Solicitation

The Board, on the Company’s behalf, is soliciting the enclosed proxy for use at our Annual Meeting to be held on May 15, 2026 at 3:00 p.m., Pacific Daylight Time or at any postponement or adjournment thereof for the purposes set forth in this Proxy Statement.

We will pay the entire cost for soliciting proxies to be voted at the Annual Meeting. We will pay brokers, banks and other nominees representing beneficial owners of shares of our common stock held in “street name” certain fees associated with delivering the Notice of Internet Availability of Proxy Materials, delivering printed proxy materials by mail to beneficial owners who request them and obtaining beneficial owners’ voting instructions. In addition, our directors, officers, and employees may also solicit proxies on our behalf by mail, telephone, online or in person. We will not pay any compensation to our directors, officers, and employees for their proxy solicitation efforts, but we may reimburse them for reasonable out-of-pocket expenses in connection with any solicitation.


2026 Proxy Statement						3

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The first proposal is to elect seven directors to our Board of Directors (the “Board”), including six independent directors and our Chief Executive Officer (“CEO”).

The nominees for this year’s Annual Meeting are Rebeca Obregon Jimenez, Sheri Rhodes, Michael D. Slessor, Thomas St. Dennis, Kelley Steven-Waiss, Jorge Titinger, and Brian White, all of whom are current directors of FormFactor.

The nominees have been duly nominated by our Board and have agreed to stand for election. The seven nominees, if elected, will hold office for a one-year term expiring at the 2027 Annual Meeting and until their successor has been duly elected and qualified or until their earlier death, resignation or removal.

The proxy holders intend to vote all proxies received for the election of Ms. Obregon Jimenez, Ms. Rhodes, Dr. Slessor, Mr. St. Dennis, Ms. Steven-Waiss, Mr. Titinger, and Mr. White unless otherwise instructed. Proxies may not be voted for more than seven directors.

In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies may be voted for a nominee designated by our Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board. As of the date of this Proxy Statement, our Board is not aware that any nominee is unable or will decline to serve as a director of the Company.

Required Vote

Each of the nominees will be elected if holders of shares of our common stock entitled to vote who are present online or represented by proxy at the Annual Meeting cast more votes “for” such nominee’s election than the votes “against” such nominee’s election. If you own shares through a bank, broker, or other holder of record you must instruct your bank, broker or other holder of record how to vote in accordance with their specific instructions in order for your vote to be counted on this Proposal. Any shares not voted “for” or “against” a nominee’s election (whether as a result of stockholder abstention or a broker non-vote) will have no effect on the outcome of the election.


Our Board of Directors recommends a vote FOR the election to our Board of Directors of each of the nominees.

Board of Directors

Our Board currently consists of eight members, and each director stands for election on an annual basis following the expiration of their current term. Mr. Brewer is retiring from the Board at the Annual Meeting and will not stand for re-election. Effective as of Mr. Brewer's retirement, the Board size will be reduced to seven members. All seven returning directors will be up for election at this year’s Annual Meeting. Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.


2026 Proxy Statement						4

Information as of the record date of this Proxy Statement, regarding our current directors, including their names and positions with the Company, is set forth below.

SEC Form PRE 14A filed by FormFactor Inc. FormFactor Inc.