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):  May 12, 2022

CyberOptics Corporation

(Exact name of registrant as specified in its charter)

(763) 542-5000

(Registrant’s telephone number, including area code)

(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. below):

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).

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

On May 12, 2022, the shareholders of CyberOptics Corporation (“CyberOptics”) approved amendments (the “Amendments”) to the CyberOptics Corporation 1998 Stock Incentive Plan, as amended (the “Employee Plan”). Any employee, officer, consultant or independent contractor of CyberOptics and its affiliates is eligible to receive an award under the Employee Plan. The Employee Plan permits the granting of a variety of different types of awards, including stock options, stock appreciation rights, restricted stock and restricted stock units, and dividend equivalents.

The Amendments made the following changes to the Employee Plan:

A copy of the Employee Plan, as amended to date, is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the above summary of the Employee Plan is qualified by reference to the copy of the plan filed as an exhibit to this report.

CyberOptics held its annual meeting of shareholders on May 12, 2022. At the meeting, the board of directors was set at five directors and each of Craig D. Gates, Dr. Subodh K. Kulkarni, Dr. Vivek Mohindra, Cheryl Beranek and Dr. Cordell Hardy were elected as directors to serve until the annual shareholder meeting in 2023 or until their successors are elected and qualify. The shareholders approved amendments to the CyberOptics Corporation 1998 Stock Incentive Plan, as amended. The shareholders approved, on a nonbinding advisory basis, compensation for our executive officers. The shareholders also ratified the appointment of BDO USA, LLP as CyberOptics’ independent registered public accounting firm for the year ending December 31, 2022.

As of the March 25, 2022 record date for the meeting, there were 7,402,683 shares of common stock issued and outstanding and 5,715,556 shares were represented at the annual meeting. The voting results were as follows:

Mr. Gates will remain board chair. The audit committee will consist of Mr. Gates (chair), Ms. Beranek and Dr. Hardy. The compensation committee will consist of Ms. Beranek (chair), Dr. Mohindra and Dr. Hardy. The nominating and corporate governance committee will consist of Dr. Hardy (chair), Mr. Gates, Ms. Beranek and Dr. Mohindra.

Consistent with the prior vote on the desired frequency of the non-binding shareholder vote on the compensation of executives, the Board of Directors of CyberOptics has determined to include the vote on executive compensation annually in its proxy materials until the next required vote on the frequency of such vote.

Item 9.01.      Financial Statements and Exhibits

Exhibit 10.1            CyberOptics Corporation 1998 Stock Incentive Plan, as amended

Exhibit 10.2            Form of Nonqualified Stock Option Agreement

Exhibit 10.3            Form of Restricted Stock Unit Award Agreement

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 13, 2022