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

~~August 26~~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 ~~(see General Instruction A.2)~~:

☐	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.

~~Appointment~~Retirement of ~~Director~~Chairman of the Board

On ~~August~~September 2630, 2024, David S. Dury, Chairman of the Board of Directors (the “Board”) of Intevac, Inc. (the “Company”), ~~upon~~notified the ~~recommendation~~Company ofand the ~~Nominating~~Board ~~and~~that ~~Governance~~he ~~Committee~~will ofnot ~~the~~stand ~~Board,~~for ~~increased~~re-election at the ~~size~~Company’s of2025 ~~the~~annual ~~Board~~meeting toof ~~six~~stockholders ~~members~~(the ~~and~~“Annual ~~appointed~~Meeting”). Mr. ~~Eiji~~Dury ~~Miyanaga,~~will ~~the~~remain ~~former~~a ~~Chief~~member ~~Executive Officer~~ of ~~Ferrotec~~the ~~(USA)~~Board ~~Corporation,~~until to the ~~Board~~Annual Meeting. Mr. ~~Miyanaga~~Dury’s decision was not ~~appointed~~the toresult ~~serve~~of any disagreement with the Company on any ~~Board~~matter ~~committees~~relating to the Company’s operations, policies or practices.

~~Mr. Miyanaga~~Appointment isof ~~not~~Chairman ~~a party to any arrangement or understanding pursuant to which Mr. Miyanaga was selected as director, nor is Mr. Miyanaga a party to any transaction required to be disclosed pursuant to Item 404(a)~~ of ~~Regulation S-K.~~the Board

InOn ~~connection with his appointment to the Board, Mr.~~September ~~Miyanaga was granted (i) an option to purchase 10~~30,~~300~~ ~~shares of the Company’s common stock~~2024, ~~which will become exercisable in full on May 15, 2025, subject to continued service with~~ the ~~Company,~~Board ~~and~~appointed ~~(ii) an~~Kevin ~~award~~Barber ofas ~~restricted~~Chairman ~~stock units covering 12,000 shares~~ of the ~~Company’s common stock, which will vest in full on May 15, 2025, subject to continued service with the Company~~Board. The equity awards were granted pursuant to the Company’s 2020 Equity Incentive Plan, as amended. Mr. Miyanaga will also receive cash compensation in accordance with the Company’s standard non-employee director compensation guidelines.

~~A copy of the press release issued by the Company announcing the appointment of Mr. Miyanaga to the~~ Board isCommittee ~~filed~~Assignment ~~as Exhibit 99.1.~~

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.

ExhibitNo.		Description
99.1		Press release dated ~~August~~October 271, 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.

INTEVAC, INC.

Date: August 27, 2024

/s/ CAMERON MCAULAY

Date: October 1, 2024

/s/ CAMERON McAULAY

Cameron McAulay

Chief Financial Officer, Secretary and Treasurer

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