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

Date of Report (Date of earliest event reported) June 19, 2020

VUZIX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

25 Hendrix Road, Suite A

West Henrietta, New York 14586

(Address of principal executive offices)(Zipcode)

(585) 359-5900

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 19, 2020, Vuzix Corporation (the “Company”) adopted amended and restated bylaws. Under the amended and restated bylaws, the provision for election of directors, which previously provided that directors would be elected by plurality vote, was amended such that, commencing following the Company’s 2020 annual meeting of stockholders, directors will be elected as follows: (i) for contested director elections, by the affirmative vote of the holders of a plurality of the shares entitled to vote on the election of directors and represented in person or by proxy at the meeting, and (ii) for uncontested director elections, by the affirmative vote of the holders of a majority of the shares for which votes are cast in person or by proxy at the meeting.

The foregoing description of the amended and restated bylaws is qualified by reference to the full text of such document which is filed as an exhibit to this report.

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

On June 22, 2020, the Company held its annual meeting of stockholders. At the annual meeting, (i) Paul J. Travers, Grant Russell, Edward Kay, Alexander Ruckdaeschel and Timothy Harned were each elected as directors of the Company to serve until the next annual meeting of stockholders or until their successors have been elected and qualified, and (ii) stockholders ratified the board of directors’ appointment of Freed Maxick, CPAs, P.C. as the Company’s independent registered public accounting firm for 2020. The final voting results on these matters were as follows:

1.  Election of Directors:

2.  Ratification of appointment of Freed Maxick, CPAs, P.C. as the Company’s independent registered public accounting firm for 2020:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.