Form 8-K
8-K — ADVANCED ENERGY INDUSTRIES INC
Accession: 0001104659-26-057731
Filed: 2026-05-08
Period: 2026-05-07
CIK: 0000927003
SIC: 3679 (ELECTRONIC COMPONENTS, NEC)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — tm2612734d2_8k.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (tm2612734d2_ex3-1.htm)
EX-10.1 — EXHIBIT 10.1 (tm2612734d2_ex10-1.htm)
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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 7, 2026
Advanced Energy Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware
000-26966
84-0846841
(State or other jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer Identification
No.)
1595
Wynkoop Street, Suite 800, Denver, Colorado
80202
(Address of principal executive offices)
(Zip Code)
(970) 407-6626
(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 (see General
Instruction A.2. below):
¨
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
AEIS
NASDAQ Global Select Market
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Amendment
and restatement of the Amended and Restated 2023 Omnibus Incentive Plan
As
described below under Item 5.07 of this Current Report on Form 8-K, at the 2026 Annual Meeting of Stockholders of Advanced Energy
Industries, Inc. (the “Company”) held on May 7, 2026 (the “Annual Meeting”), the Company’s stockholders
approved an amendment and restatement of the Company’s Amended and Restated 2023 Omnibus Incentive Plan (as amended and restated,
the “Second Amended and Restated 2023 Plan”), which increases the total number of shares of common stock authorized for issuance
thereunder from 2,400,000 shares to 4,900,000 shares and extends the termination date of the Second Amended and Restated 2023 Plan from
April 27, 2033 to May 7, 2036.
The
Second Amended and Restated 2023 Plan is described in detail in Proposal 5 in the Company's Definitive Proxy Statement on Schedule 14A
filed with the U.S. Securities and Exchange Commission on March 26, 2026 (the “Proxy Statement”), and the full text of
the Second Amended and Restated 2023 Plan is attached to the Proxy Statement as Appendix C. The description of the amendment and restatement
of the Second Amended and Restated 2023 Plan set forth above is a summary only and is qualified in its entirety by reference to the full
text of the Second Amended and Restated 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
described in Item 5.02 above, the Company held its Annual Meeting on May 7, 2026. At the Annual Meeting, the Company's stockholders
approved an amendment to the Company's existing Amended and Restated Certificate of Incorporation. As further disclosed in Proposal 4
of the Proxy Statement, the amendment increases the number of authorized shares of common stock from 70,000,000 shares to 140,000,000
shares.
The
amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the
“Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 7, 2026. The foregoing summary
of the amendment to the Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety
by reference to the Certificate of Amendment.
A
copy of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware on May 7, 2026 is attached as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders
As
described in Item 5.02 above, the Company held its Annual Meeting on May 7, 2026 to vote on five proposals. The following matters
as set forth in the Proxy Statement were voted upon with the results indicated below.
1. Election of ten (10) directors.
The following ten nominees
were elected to serve as directors of the Company, with the following votes tabulated:
Director Nominee
For
Withhold
Broker
Non-Vote
Grant
H. Beard
33,649,952
592,933
1,427,092
Frederick
A. Ball
33,416,883
826,002
1,427,092
Anne
T. DelSanto
33,730,249
512,636
1,427,092
Tina
M. Donikowski
33,432,235
810,650
1,427,092
Ronald
C. Foster
33,541,578
701,307
1,427,092
Stephen
D. Kelley
33,760,132
482,753
1,427,092
Lanesha
T. Minnix
33,676,669
566,216
1,427,092
David
W. Reed
34,150,102
92,783
1,427,092
John
A. Roush
33,037,148
1,205,737
1,427,092
Brian
M. Shirley
34,149,184
93,701
1,427,092
Each
director has been elected to serve until the 2027 Annual Meeting of Stockholders, or until his or her successor has been elected and qualified
or until such director’s earlier resignation or removal.
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm
for 2026.
The appointment of Ernst &
Young LLP as the Company’s independent registered public accounting firm for 2026 was ratified, with the following votes tabulated:
For
Against
Abstain
Broker
Non-Vote
35,633,841
13,136
23,000
--
3. Advisory approval on the compensation of the Company’s named executive officers.
The advisory approval
of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved, with the following
votes tabulated:
For
Against
Abstain
Broker
Non-Vote
33,763,740
447,174
31,971
1,427,092
4. Approval of an amendment to the Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of
Common Stock.
The amendment to the Amended and Restated
Certificate of Incorporation was approved, with the following votes tabulated:
For
Against
Abstain
Broker
Non-Vote
34,826,056
824,826
19,095
--
5. Approval of an amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan.
The amendment and restatement of the Amended and Restated 2023 Omnibus
Incentive Plan was approved, with the following votes tabulated:
For
Against
Abstain
Broker
Non-Vote
26,784,160
7,379,970
78,755
1,427,092
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
3.1
Certificate of Amendment to Amended and Restated Certificate of Incorporation
10.1
Second Amended and Restated 2023 Omnibus Incentive Plan
104
The cover page from Advanced Energy Industries, Inc. Current Report on Form 8-K, formatted in Inline XBRL
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.
ADVANCED ENERGY INDUSTRIES, INC.
/s/ Elizabeth K. Vonne
Date: May 8, 2026
Elizabeth K. Vonne
Executive Vice President, General Counsel and Corporate Secretary
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: tm2612734d2_ex3-1.htm · Sequence: 2
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ADVANCED ENERGY INDUSTRIES, INC.
Advanced Energy Industries, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the state of Delaware (the “Corporation”), DOES HEREBY
CERTIFY:
1. The name of the Corporation is Advanced Energy Industries, Inc.
2. The Amended and Restated Certificate of Incorporation of the Corporation,
dated April 25, 2024 (the “Certificate”), is hereby amended by deleting
paragraph A of Article IV thereof in its entirety and substituting a new paragraph A
which shall read as follows:
A. The Corporation is authorized to issue two classes of stock to be
designated “Common Stock” and “Preferred Stock.” The total number
of shares of all classes of capital stock that the Corporation is authorized to issue is
one hundred forty-one million (141,000,000) shares. One hundred forty million (140,000,000)
shares shall be Common Stock, par value $0.001 per share, and one million (1,000,000) shares
shall be Preferred Stock, par value $0.001 per share.
3. All other provisions of the Certificate shall remain in full force
and effect.
4. The foregoing amendment has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused
this Certificate of Amendment to be signed by Elizabeth K. Vonne, its Executive Vice President, General Counsel and Corporate Secretary,
on May 7, 2026.
ADVANCED ENERGY INDUSTRIES, INC.
By:
/s/ Elizabeth K. Vonne
Elizabeth K. Vonne
Executive Vice President, General Counsel and Corporate Secretary
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2612734d2_ex10-1.htm · Sequence: 3
Exhibit 10.1
2026 ANNUAL
PROXY STATEMENT
APPENDIX C
– PROPOSED SECOND AMENDED AND RESTATED 2023 OMNIBUS INCENTIVE PLAN
ADVANCED ENERGY INDUSTRIES,
INC.
Second Amended
and Restated 2023 Omnibus Incentive Plan
(as amended and restated November 2, 2023 and May 7, 2026)
1. Purpose; Effective Date;
Effect on Prior Plan.
(a)
Purpose. The Advanced Energy Industries, Inc. Second Amended and Restated 2023 Omnibus Incentive Plan (the “Plan”)
has two complementary purposes: (i) to attract and retain outstanding individuals to serve as officers, directors, employees, consultants
and advisors, and (ii) to increase stockholder value. The Plan will provide participants with incentives to increase stockholder value
by offering the opportunity to acquire shares of the Company’s common stock, receive monetary payments based on the value of such
common stock, or receive other incentive compensation, on the potentially favorable terms that this Plan provides.
(b)
Effective Date; Effect on Prior Plan. The Plan became effective on the date of the Company’s 2023 Annual Meeting of Stockholders
(the “Effective Date”), which was April 27, 2023. The Plan will terminate as provided in Section 15. Following the Effective
Date, no additional awards will be made under the Company’s 2017 Omnibus Incentive Plan (the “Prior Plan”), although
awards previously granted under the Prior Plan and still outstanding as of the Effective Date will remain outstanding and continue to
be subject to all terms and conditions of the Prior Plan.
2.
Definitions. Capitalized terms used and not otherwise defined in this Plan or in any Award agreement have the following meanings:
(a)
“10% Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of
all classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the
attribution rules of Section 424(d) of the Code shall be applied.
(b)
“Administrator” means the Board or the Committee; provided that, to the extent the Board or the Committee
has delegated authority and responsibility as an Administrator of the Plan as permitted by Section 3(b), the term
“Administrator” shall also mean such committee(s) and/or officer(s).
(c)
“Affiliate” has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act. Notwithstanding the
foregoing, for purposes of determining those individuals to whom an Option or a Stock Appreciation Right may be granted, the term
“Affiliate” means any entity that, directly or through one or more intermediaries, is controlled by or is under common
control with, the Company within the meaning of Code Sections 414(b) or (c); provided that, in applying such provisions, the
phrase “at least 20 percent” shall be used in place of “at least 80 percent” each place it appears
therein.
(d)
“Applicable Exchange” means the national securities exchange or automated trading system on which the Stock is
principally traded at the applicable time.
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(e)
“Award” means a grant of Options, Stock Appreciation Rights, Performance Stock Units, Performance Units, Stock, Restricted
Stock, Restricted Stock Units, a Cash Incentive Award, or any other type of award permitted under this Plan.
(f) “Board” means the Board of Directors of the Company.
(g)
“Cash Incentive Award” means the right to receive a cash payment to the extent Performance Goals are achieved (or
other requirements are met), as described in Section 10.
(h)
A “Change of Control” shall have the meaning given in an Award agreement or, if no meaning is given in an Award
agreement, shall be deemed to occur upon the consummation of any of the following transactions:
(i)
The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%
or more of either (A) the then-outstanding Shares (the “Outstanding Company Common Stock”) or (B) the combined voting
power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a
Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate or (4) any acquisition by any
corporation pursuant to a transaction that complies with Sections 2(h)(iii)(A) – 2(h)(iii)(C);
(ii)
Any time at which individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board;
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(iii)
Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company
or any of its Subsidiaries, a sale or other disposition of the Company’s assets which occurs on the date that any Person acquires
(or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from
the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets
of the Company immediately prior to such acquisition or acquisitions, or the acquisition of assets or stock of another entity by the
Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination,
(A) at least 50% of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding common equity and the combined voting power of the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation,
an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination
of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any
entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or an Affiliate or such
entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then-outstanding
common equity of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities
of such entity, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the
members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv)
Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
Notwithstanding
the foregoing, for purposes of an Award (1) that provides for the payment of deferred compensation that is subject to Code Section 409A
or (2) with respect to which the Company permits a deferral election, the definition of Change of Control herein shall be deemed amended
to conform to the requirements of Code Section 409A to the extent necessary for the Award and deferral election to comply with Code Section
409A.
(j)
“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes
any successor provision and the regulations promulgated under such provision.
(k)
“Committee” means the Compensation Committee of the Board, any successor committee thereto or such other committee
of the Board that is designated by the Board with the same or similar authority. The Committee shall consist only of Non-Employee Directors
(not fewer than two (2)) who meet the definition of “non-employee director” under Rule 16b-3(b)(3) promulgated under the
Exchange Act to the extent necessary for the Plan and Awards to comply with Rule 16b-3 promulgated under the Exchange Act.
(l)
“Company” means Advanced Energy Industries, Inc., a Delaware corporation, or any successor thereto.
(m) “Director” means a member of the Board.
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(n)
”Disability” means the Participant is unable to perform each of the essential duties of such Participant’s
position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which
can be expected to last for a continuous period of not less than twelve (12) months; provided, however, that, with respect to rules
regarding expiration of an incentive stock option following termination of the Participant’s employment, Disability shall mean
the Participant is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not
less than twelve (12) months.
(o)
“Dividend Equivalent Unit” means the right to receive a payment, in cash or Shares, equal to the cash dividends or
other cash distributions paid with respect to a Share.
(p) “Effective Date” means the date on which the Board approves the Plan.
(q)
“Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the
Exchange Act includes any successor provision and the regulations and rules promulgated under such provision.
(r)
“Fair Market Value” means, as of a given date, the closing sale price of a Share on the Applicable Exchange on such
date or, if there shall be no such sale on such date, on the next preceding day on which such a sale shall have occurred; provided that,
if so determined by the Administrator, Fair Market Value may instead mean a price that is based on the opening, closing, actual, high
or low sale price, or the arithmetic mean of selling prices of, a Share, on the Applicable Exchange on the applicable date, the preceding
trading day, the next succeeding trading day, or the arithmetic mean of selling prices on all trading days over a specified averaging
period weighted by volume of trading on each trading day in the period that is within 30 days before or 30 days after the applicable
date, as determined by the Administrator in its discretion; provided further that, if an arithmetic mean of prices is used to set a grant
price or an exercise price for an Option or Stock Appreciation Right, the commitment to grant the applicable Award based on such arithmetic
mean must be irrevocable before the beginning of the specified averaging period in accordance with Treasury Regulation §1.409A-1(b)(5)(iv)(A).
The method of determining Fair Market Value with respect to an Award shall be determined by the Administrator and may differ depending
on whether Fair Market Value is in reference to the grant, exercise, vesting, settlement, or payout of an Award. If the Stock is not
traded on an established stock exchange, the Administrator shall determine in good faith the Fair Market Value in whatever manner it
considers appropriate, but based on objective criteria; provided that, to the extent required to secure an exemption from Code Section
409A, Fair Market Value shall be determined using a reasonable application of a reasonable valuation method. Notwithstanding the foregoing,
in the case of an actual sale of Shares, the actual sale price shall be the Fair Market Value of such Shares.
(s)
“Non-Employee Director” means a Director who is not also an employee of the Company or its Subsidiaries.
(t) “Option” means the right to purchase Shares at a stated price for a specified period of time.
(u) “Participant” means an individual selected by the Administrator to receive an Award.
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(v)
“Performance Goals” means any objective or subjective goals the Administrator establishes with respect to an
Award. Performance Goals may include, but are not limited to, the performance of the Company or any one or more of its Subsidiaries,
Affiliates or its or their business units (or any combination thereof) with respect to the following measures: (a) net earnings or
net income; (b) operating earnings, operating income; (c) pretax earnings; (d) earnings per share; earnings per share after applying
a capital charge; (f) share price, including growth measures and total stockholder return; (g) earnings before interest and taxes
and related margin; (h) earnings before interest, taxes, depreciation and/or amortization and related margin; (i) sales or revenue
growth, whether in general, by type of product, application or service, or by type of customer; (j) gross or operating profit or
margins; (k) return measures, including return on assets, capital, investment, equity, sales or revenue; (l) economic value add
(EVA) with or without a capital charge; (m) cash flow, including operating cash flow, free cash flow, cash flow return on equity and
cash flow return on investment; (n) productivity ratios; (o) expense targets; (p) market share; (q) financial ratios as provided in
credit agreements of the Company and its subsidiaries and interest expense; (r) working capital targets; (s) completion of
acquisitions of business or companies; (t) completion of divestitures and asset sales; (u) operating metrics, design wins and
inventory; and (v) any combination of any of the foregoing business criteria and associated margins, some of which may exclude
restructuring charges, acquisition related costs, stock based compensation, amortization of intangibles, tax release items, certain
one-time tax items and other one-time charges, and may be limited to continuing operations. Performance Goals may also relate to a
Participant’s individual performance.
The Administrator
reserves the right to adjust Performance Goals, or modify the manner of measuring or evaluating a Performance Goal, for any reason the
Administrator determines is appropriate, including but not limited to: (i) by excluding the effects of charges for reorganizing and restructuring;
discontinued operations; asset write-downs; gains or losses on the disposition of a business; or mergers, acquisitions or dispositions;
and extraordinary, unusual and/or non-recurring items of gain or loss; (ii) excluding the costs of litigation, claims, judgments or settlements;
(iii) excluding the effects of changes laws or regulations affecting reported results, or changes in tax or accounting principles, regulations
or law; and (iv) excluding any accruals of amounts related to payments under the Plan or any other compensation arrangement maintained
by the Company or an Affiliate.
The inclusion in
an Award agreement of specific adjustments or modifications shall not be deemed to preclude the Administrator from making other adjustments
or modifications, in its discretion, as described herein, unless the Award agreement provides that the adjustments or modifications described
in such agreement shall be the sole adjustments or modifications.
(w)
“Performance Stock Units” means the right to receive Shares or a cash payment equal to the Fair Market Value of one
or more Shares to the extent Performance Goals are achieved (or other requirements are met).
(x)
“Performance Unit” means the right to receive a cash payment and/or Shares valued in relation to a unit that has a
designated dollar value or the value of which is equal to the Fair Market Value of one or more Shares, to the extent Performance Goals
are achieved (or other requirements are met).
(y)
“Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, or any group of Persons acting in concert that would be considered “persons acting as a group” within the
meaning of Treas. Reg. § 1.409A-3(i)(5).
(z)
“Plan” means this Advanced Energy Industries, Inc. 2023 Omnibus Incentive Plan, as it may be amended from time to
time.
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(aa)
“Restricted Stock” means Shares that are subject to a risk of forfeiture or restrictions on transfer, or both a risk
of forfeiture and restrictions on transfer, which may lapse upon the achievement or partial achievement of Performance Goals or upon
the completion of a period of service, or both.
(bb)
“Restricted Stock Unit” means the right to receive a Share or a cash payment the value of which is equal to the Fair
Market Value of one Share.
(cc)
“Retirement” means, unless otherwise determined by the Administrator, a Participant’s voluntary termination
after having attained age sixty (60) and having earned five (5) years or more of continuous employment or service.
(dd)
“Section 16 Participants” means Participants who are subject to the provisions of Section 16 of the Exchange Act.
(ee) “Share” means a share of Stock.
(ff) “Stock” means the common stock of the Company.
(gg)
“Stock Appreciation Right” or “SAR” means the right to receive a cash payment, and/or Shares with
a Fair Market Value, equal to the appreciation of the Fair Market Value of a Share during a specified period of time.
(hh)
“Subsidiary” means any corporation, limited liability company or other limited liability entity in an unbroken
chain of entities beginning with the Company if each of the entities (other than the last entities in the chain) owns the stock or
equity interest possessing more than fifty percent (50%) of the total combined voting power of all classes of stock or other equity
interests in one of the other entities in the chain.
3. Administration.
(a)
Administration. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full
discretionary authority to administer this Plan, including but not limited to the authority to:
(i)
interpret the provisions of this Plan or any agreement covering an Award; (ii) prescribe, amend and rescind rules and regulations relating
to this Plan; (iii) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any agreement covering
an Award in the manner and to the extent it deems desirable to carry this Plan or such Award into effect; and (iv) make all other determinations
necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of
the Administrator and are final and binding on all interested parties.
(b)
Delegation. To the extent applicable law permits, the Board may delegate to another committee of the Board, or the Committee may
delegate to a subcommittee of the Committee, or either may delegate to one or more persons or bodies, any or all of their respective
authority and responsibility as an Administrator of the Plan; provided that no such delegation is permitted with respect to Stock-based
Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised unless the delegation
is to another committee of the Board consisting entirely of Non-Employee Directors. If the Board or the Committee has made such a delegation,
then all references to the Administrator in this Plan include such other committee, subcommittee or one or more persons or bodies to
the extent of such delegation.
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(c)
No Liability; Indemnification. No member of the Board or the Committee, and no officer or member of any other committee or person
to whom a delegation under Section 3(b) has been made, will be liable for any act done, or determination made, by the individual in good
faith with respect to the Plan or any Award. The Company will indemnify and hold harmless each such individual as to any acts or omissions,
or determinations made, in each case done or made in good faith, with respect to this Plan or any Award to the maximum extent that the
law and the Company’s By-Laws permit.
4. Eligibility. The Administrator may designate any of the following as a Participant from time to time, to the extent of the Administrator’s
authority: any officer or other employee of the Company or its Affiliates; any individual who the Company or an Affiliate has engaged
to become an officer or employee; any consultant or advisor who provides services to the Company or its Affiliates; any Director, including
a Non-Employee Director; and, subject to compliance with applicable law, any other person whom the Administrator believes it is in the
best interests of the Company to designate as a Participant. The issuance of securities under the Plan will be authorized to consultants
and advisors only if they are natural persons, they provide bona fide services to the Company, and the services are not in connection
with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market
for the Company’s securities. The Administrator’s designation of, or granting of an Award to, a Participant will not require
the Administrator to designate such individual as a Participant or grant an Award to such individual at any future time. The Administrator’s
granting of a particular type of Award to a Participant will not require the Administrator to grant any other type of Award to such individual.
5. Types of Awards. Subject to the terms of this Plan, the Administrator may grant any type of Award to any Participant it selects,
but only employees of the Company or a Subsidiary may receive grants of incentive stock options within the meaning of Code Section 422.
Awards may be granted alone or in addition to, in tandem with, or (subject to the prohibition on repricing set forth in Section 15(e))
in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate, including the plan
of an acquired entity).
6. Shares Reserved under this Plan.
(a)
Plan Reserve. Subject to adjustment as provided in Section 17, an aggregate of four million nine hundred thousand (4,900,000)
Shares are reserved for issuance under this Plan, all of which may be issued pursuant to the exercise of incentive stock options. The
Shares reserved for issuance may be either authorized and unissued Shares or Shares reacquired at any time and now or hereafter held
as treasury stock.
(b) Depletion and Replenishment of Shares Under this Plan.
(i)
The aggregate number of Shares reserved under Section 6(a) shall be depleted on the date of grant of an Award by the maximum number of
Shares, if any, with respect to which such Award is granted. Notwithstanding the foregoing, an Award that may be settled solely in cash
(or partially in cash to the extent of the cash amount of the Award) shall not cause any depletion of the Plan’s Share reserve
at the time such Award is granted.
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(ii)
To the extent (A) an Award lapses, expires, terminates or is cancelled without the issuance of Shares under the Award (whether due
currently or on a deferred basis) or is settled in cash, (B) it is determined during or at the conclusion of the term of an Award
that all or some portion of the Shares with respect to which the Award was granted will not be issuable on the basis that the
conditions for such issuance will not be satisfied, (C) Shares are forfeited under an Award, or (D) Shares are issued under any
Award and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, then such Shares
shall be recredited to the Plan’s reserve and may again be used for new Awards under this Plan, but Shares recredited to the
Plan’s reserve pursuant to clause (D) may not be issued pursuant to incentive stock options. Notwithstanding the foregoing, in
no event shall the following Shares be recredited to the Plan’s reserve: (x) Shares tendered or withheld in payment of the
exercise price of an Option or as a result of the net settlement of an outstanding Stock Appreciation Right, (y) Shares tendered or
withheld to satisfy federal, state or local tax withholding obligations, or (z) Shares purchased by the Company (subject to
compliance with applicable law) using proceeds from Option exercises
(c)
Non-Employee Director Award Limitation. Subject to adjustment as provided in Section 17, the maximum number of Shares that may
be granted during any fiscal year to any individual Non-Employee Director shall not exceed that number of Shares that has a grant date
fair value of, when added to any cash compensation received by such Non-Employee Director, $1,000,000 (the “Director Limit”);
provided that the Administrator may make exceptions to the Director Limit in extraordinary circumstances as the Administrator may determine
in its discretion; provided further that the Non-Employee Director receiving such additional compensation may not participate in the
decision to award such compensation.
7.
Options. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each
Option, including but not limited to: (a) whether the Option is an “incentive stock option” which meets the requirements
of Code Section 422, or a “nonqualified stock option” which does not meet the requirements of Code Section 422; (b) the
grant date, which may not be any day prior to the date that the Administrator approves the grant; (c) the number of Shares subject
to the Option; (d) the exercise price, which may never be less than the Fair Market Value of the Shares subject to the Option as
determined on the date of grant (110% of the Fair Market Value in the case of an incentive stock option granted to a 10%
Stockholder) unless the Option complies with, or otherwise qualifies for an exemption from, Code Section 409A; (e) the terms and
conditions of vesting and exercise; (f) the term, except that an Option must terminate no later than ten (10) years after the date
of grant (five (5) years in the case of an incentive stock option granted to a 10% Stockholder); and (g) the manner of payment of
the exercise price. In all other respects, the terms of any incentive stock option should comply with the provisions of Code Section
422 except to the extent the Administrator determines otherwise. If an Option that is intended to be an incentive stock option fails
to meet the requirements thereof, the Option shall automatically be treated as a nonqualified stock option to the extent of such
failure. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an incentive stock option under
the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), such Participant shall notify
the Company of such disposition within ten (10) days thereof. To the extent previously approved by the Administrator (which approval
may be set forth in an Award agreement or in administrative rules), and subject to such procedures as the Administrator may specify,
the payment of the exercise price of Options may be made by (i) delivery of cash or other Shares or other securities of the Company
(including by attestation) having a then Fair Market Value equal to the purchase price of such Shares, (ii) by delivery to the
Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker
-dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to the Company to
pay for the exercise price, (iii) by surrendering the right to receive Shares otherwise deliverable to the Participant upon exercise
of the Award having a Fair Market Value at the time of exercise equal to the total exercise price, or (iv) by any combination of
(i), (ii) and/or (iii). Except to the extent otherwise set forth in an Award agreement, a Participant shall have no rights as a
holder of Stock as a result of the grant of an Option until the Option is exercised, the exercise price and applicable withholding
taxes are paid and the Shares subject to the Option are issued thereunder.
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8.
Stock Appreciation Rights. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR,
including but not limited to: (a) the grant
date, which may
not be any day prior to the date that the Administrator approves the grant; (b) the number of Shares to which the SAR relates; (c) the
grant price, which may never be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant unless
the SAR complies with, or otherwise qualifies for an exemption from, Code Section 409A; (d) the terms and conditions of exercise or maturity,
including vesting; (e) the term, provided that an SAR must terminate no later than ten (10) years after the date of grant; and
(f) whether the SAR will be settled in cash, Shares or a combination thereof.
9.
Performance and Stock Awards. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of
each award of Shares, Restricted Stock, Restricted Stock Units, Performance Stock Units or Performance Units, including but not
limited to: (a) the number of Shares or units to which such Award relates; (b) whether, as a condition for the Participant to
realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period
as the Administrator specifies; (c) the length of the vesting or performance period and, if different, the date on which payment of
the benefit provided under the Award will be made; (d) with respect to Performance Units, whether to measure the value of each unit
in relation to a designated dollar value or the Fair Market Value of one or more Shares; and (e) with respect to Restricted Stock
Units and Performance Units, whether to settle such Awards in cash, in Shares (including Restricted Stock), or in a combination of
cash and Shares. Except to the extent the Administrator provides otherwise, holders of Restricted Stock and Stock shall have the
right to vote the Shares subject to such Awards and the right to receive any dividends declared or paid with respect to such Shares.
Except to the extent the Administrator provides otherwise, holders of other types of Awards shall not have any rights as
stockholders of the Company with respect to such Awards. A holder of Restricted Stock Units, Performance Stock Units or Performance
Units shall have no rights other than those of a general creditor of the Company; such Awards represent an unfunded and unsecured
obligation of the Company, subject to the terms and conditions of this Plan and the applicable Award agreement. The holder of
Restricted Stock, Restricted Stock Units or Performance Stock Units shall be required, to the extent required by applicable law, to
purchase the Restricted Stock or Shares subject to vested Restricted Stock Units or Performance Stock Units from the Company at a
purchase price equal to the greater of (x) the aggregate par value of the Shares represented by such Restricted Stock, Restricted
Stock Units or Performance Stock Units or (y) the purchase price, if any, specified in the applicable Award agreement relating to
such Restricted Stock, Restricted Stock Units or Performance Stock Units.
10. Cash Incentive Awards. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of a Cash Incentive
Award, including but not limited to the Performance Goals, performance period, the potential amount payable, and the timing of payment.
11. Dividends and Dividend Equivalent Units.
(a)
Prohibitions. In no event may dividends or Dividend Equivalent Units be awarded with respect to Options, SARs or any other stock-based
award that is not a grant of Stock, Restricted Stock, Restricted Stock Units, Performance Stock Units or Performance Units. Notwithstanding
anything to the contrary in this Plan, and for the avoidance of doubt, this Plan expressly prohibits the payment of dividends or Dividend
Equivalent Units on unvested Awards for all equity Award types.
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(b)
Dividends. If cash dividends are paid while shares of Restricted Stock are unvested, then such dividends will either, at the discretion
of the Administrator, be (i) automatically reinvested as additional shares of Restricted Stock that are subject to the same terms and
conditions, including the risk of forfeiture, as the original grant of Restricted Stock, or (ii) paid in cash at the same time and the
same extent that the Restricted Stock vests. For clarity, in no event will dividends be distributed to a Participant unless, until and
to the same extent as the underlying shares of Restricted Stock vest.
(c)
Dividend Equivalent Units. The Administrator may grant Dividend Equivalent Units only in tandem with Restricted Stock Units, Performance
Stock Units or Performance Units. Dividend Equivalent Units will either, at the discretion of the Administrator, be (i) accumulated and
paid, in cash or Shares in the Administrator’s discretion, at the same time and to the same extent that the tandem Award vests
or is earned or (ii) reinvested in additional units that are subject to the same terms and conditions (including vesting and forfeiture)
as the tandem Award. The Administrator will determine all other terms and conditions of each award of Dividend Equivalent Units. For
clarity, in no event will a Participant receive payment with respect to a Dividend Equivalent Unit unless, until and to the same extent
as the tandem Award vests and is paid.
12. Other Stock-Based Awards. Subject to the terms of this Plan, the Administrator may grant to a Participant shares of unrestricted
Stock as replacement for other compensation to which the Participant is entitled, such as in payment of director fees, in lieu of cash
compensation, in exchange for cancellation of a compensation right, or as a bonus.
13. Minimum Vesting; Discretion to Accelerate Vesting.
(a) Minimum
Vesting Period. All Awards granted under the Plan shall have a minimum vesting period of one year from the date of grant, provided
that such minimum vesting period will not apply to Awards with respect to up to 5% of the total number of Shares reserved pursuant to
Section 6(a). For purposes of Awards granted to Non-Employee Directors, “one year” may mean the period of time from one annual
stockholders meeting to the next annual stockholders meeting, provided that such period of time is not less than 50 weeks.
(b)
Discretion to Accelerate Vesting. Notwithstanding Section 13(a), the Administrator may accelerate the vesting of an Award, deem
an Award to be earned in whole or in part, waive any forfeiture conditions, or otherwise modify or adjust any other condition or limitation
regarding an Award in the event of a Participant’s death (i.e., beyond what is provided for in Section 18(c)), Disability, Retirement,
voluntary or involuntary termination, as provided in an Award agreement, in connection with a Change of Control described in Section
17(c), or upon any other event as determined by the Administrator in its sole and absolute discretion.
14.
Transferability. Awards are not transferable, including to any financial institution, other than by will or the laws of descent and
distribution, unless and to the extent the Administrator allows a Participant to: (a) designate in writing a beneficiary to exercise
the Award or receive payment under the Award after the Participant’s death; (b) transfer an Award to the former spouse of the Participant
as required by a domestic relations order incident to a divorce; or (c) transfer an Award; provided, however, that with
respect to clause (c) above the Participant may not receive consideration for such a transfer of an Award.
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15. Term of Plan;
Termination and Amendment; Survival; Repricing and Backdating Prohibited; Foreign Participation; Deferrals.
(a)
Term of Plan. Unless the Board earlier terminates this Plan pursuant to Section 15(b), this Plan will terminate on, and no further
Awards may be granted under this Plan, after the tenth (10th) anniversary of the latest date on which this Plan, or any amendment
thereto or restatement thereof, has been approved by the Company’s stockholders.
(b)
Termination and Amendment. The Board or the Administrator may amend, alter, suspend, discontinue or terminate this Plan at any
time, subject to the following limitations:
(i) the
Board, in addition to the Administrator, must approve any amendment of this Plan to the extent the Company determines such approval is
required by: (A) prior action of the Board, (B) applicable corporate law, or (C) any other applicable law;
(ii)
stockholders must approve any amendment of this Plan (which may include an amendment to materially increase the number of Shares specified
in Section 6(a), except as permitted by Section 17) to the extent the Company determines such approval is required by: (A) Section 16
of the Exchange Act, (B) the Code, (C) the listing requirements of the Applicable Exchange, or (D) any other applicable law; and
(iii)
stockholders must approve an amendment that would diminish the protections afforded by Section 15(e).
If the Board or
the Administrator takes any action under this Plan that is not, at the time of such action, authorized by this Plan, but that could be
authorized by this Plan as amended by the Board or the Administrator, as applicable, the Board or Administrator action will be deemed
to constitute an amendment to this Plan to authorize such action to the extent permissible under applicable law and the requirements
of the Applicable Exchange.
(c) Amendment, Modification,
Cancellation and Disgorgement of Awards.
(i)Except
as provided in Section 15(e) and subject to the requirements of this Plan, the Administrator may modify, amend or cancel any Award, or
waive any restrictions or conditions applicable to any Award or the exercise of the Award; provided that, except as otherwise
provided in the Plan or the Award agreement, any modification or amendment that materially diminishes the rights of the Participant,
or the cancellation of an Award, shall be effective only if agreed to by the Participant or any other person(s) as may then have an interest
in such Award, but the Administrator need not obtain Participant (or other interested party) consent for the modification, amendment
or cancellation of an Award as follows: (A) to the extent necessary to comply with any applicable law or the listing requirements of
the Applicable Exchange; or (B) to the extent necessary to preserve favorable accounting or tax treatment of any Award for the Company.
Notwithstanding the foregoing, unless determined otherwise by the Administrator, any such amendment shall be made in a manner that will
enable an Award intended to be exempt from Code Section 409A to continue to be so exempt, or to enable an Award intended to comply with
Code Section 409A to continue to so comply.
(ii)
Changes, settlements, and other actions contemplated by Section 15(f) or Section 17 shall not be deemed to constitute changes or amendments
for purposes of this Section 15(c).
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(iii) No Award may be granted during any period of suspension or after termination of the Plan.
(iv)
Any Awards granted pursuant to this Plan, and any Stock issued or cash paid pursuant to an Award, shall be subject to any recoupment
or clawback policy that is adopted by, or any recoupment or similar requirement otherwise made applicable by law, regulation or the listing
standards of an Applicable Exchange to, the Company from time to time.
(d)
Survival of Authority and Awards. Notwithstanding the foregoing, the authority of the Board and the Administrator under this Section
15 and to otherwise administer the Plan with respect to then-outstanding Awards will extend beyond the date of this Plan’s termination.
In addition, termination of this Plan will not affect the rights of Participants with respect to Awards previously granted to them, and
all unexpired Awards will continue in force and effect after termination of this Plan except as they may lapse or be terminated by their
own terms and conditions.
(e) Repricing
and Backdating Prohibited. Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided for in
Section 17, neither the Administrator nor any other person may (i) amend the terms of outstanding Options or SARs to reduce the
exercise or grant price of such outstanding Options or SARs; (ii) cancel outstanding Options or SARs in exchange for Options or SARs
with an exercise or grant price that is less than the exercise or grant price of the original Options or SARs; or (iii) cancel
outstanding Options or SARs with an exercise or grant price above the current Fair Market Value of a Share in exchange for cash or
other securities. In addition, the Administrator may not make a grant of an Option or SAR with a grant date that is effective prior
to the date the Administrator takes action to approve such Award.
(f)
Foreign Participation. To assure the viability of Awards granted to Participants employed or residing in foreign countries, the
Administrator may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law,
tax policy, accounting or custom. Moreover, the Administrator may approve such supplements to, or amendments, restatements or alternative
versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative
versions that the Administrator approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan
for any other country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions
of Section 15(b)(ii).
(g)
Deferrals. The Administrator may permit or require the deferral of any Award or Award payment into a deferred compensation arrangement,
subject to such rules and procedures as it may establish. Any such deferrals shall be made in a manner that complies with Code Section
409A.
16. Taxes.
(a)
Withholding. In the event the Company or one of its Affiliates is required to withhold any federal, state or local taxes or other
amounts in respect of any income recognized by a Participant as a result of the grant, vesting, payment or settlement of an Award or
disposition of any Shares acquired under an Award, the Company may satisfy such obligation by:
(i) If
cash is payable under an Award, deducting (or requiring an Affiliate to deduct) from such cash payment the amount needed to satisfy such
obligation;
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(ii)
If Shares are issuable under an Award, then to the extent previously approved by the Administrator (which approval may be set forth in
an Award agreement or in administrative rules), and subject to such procedures as the Administrator may specify, (A) withholding Shares
having a Fair Market Value equal to such obligations; or (B) allowing the Participant to elect to (1) have the Company or its Affiliate
withhold Shares otherwise issuable under the Award, (2) tender back Shares received in connection with such Award or (3) deliver other
previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld; provided that the amount
to be withheld under this clause (ii) may not exceed the total maximum statutory tax withholding obligations associated with the transaction
to the extent needed for the Company and its Affiliates to avoid an accounting charge. If an election is provided, the election must
be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Administrator requires;
or
(iii)
Deducting (or requiring an Affiliate to deduct) the amount needed to satisfy such obligation from any wages or other payments owed to
the Participant, requiring such Participant to pay to the Company or its Affiliate, in cash, promptly on demand, or make other arrangements
satisfactory to the Company or its Affiliate regarding the payment to the Company or its Affiliate of the amount needed to satisfy such
obligation.
(b)
No Guarantee of Tax Treatment. Notwithstanding any provisions of this Plan to the contrary, the Company does not guarantee to
any Participant or any other Person with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A shall
be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or (iii) any Award shall
otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate
be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.
17. Adjustment and Change
of Control Provisions.
(a) Adjustment
of Shares. If (i) the Company shall at any time be involved in a merger or other transaction in which the Shares are changed or
exchanged; (ii) the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other
securities (other than stock purchase rights issued pursuant to a stockholder rights agreement) or other property; (iii) the Company
shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a
Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares in
the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that
is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the
Shares; or (iv) any other event shall occur, which, in the case of this clause (iv), in the judgment of the Administrator
necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under this Plan, then the Administrator shall, in such manner as it may deem equitable to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under this Plan, adjust any or all of: (A) the number and type of
shares subject to this Plan (including the number and type of shares described in Section 6(a)) and which may after the event be
made the subject of Awards; (B) the number and type of shares subject to outstanding Awards; (C) the grant, purchase, or exercise
price with respect to any Award; and (D) the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu
of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or
a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at
such time as the Administrator specifies (which may be the time such transaction or event is effective). However, in each case, with
respect to Awards of incentive stock options, no such adjustment may be authorized to the extent that such authority would cause
this Plan to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must
always be a whole number. In any event, previously granted Options or SARs are subject to only such adjustments as are necessary to
maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve,
without exceeding, the value of such Options or SARs.
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Without
limitation, in the event of any reorganization, merger, consolidation, combination or other similar corporate transaction or event, whether
or not constituting a Change of Control (other than any such transaction in which the Company is the continuing corporation and in which
the outstanding Stock is not being converted into or exchanged for different securities, cash or other property, or any combination thereof),
the Administrator may substitute, on an equitable basis as the Administrator determines or as set forth in the applicable purchase or
merger agreement, for each Share then subject to an Award and the Shares subject to this Plan (if the Plan will continue in effect),
the number and kind of shares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in
respect of each Share pursuant to the transaction.
Notwithstanding
the foregoing, in the case of a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or subdivision
or combination of the Shares (including a reverse stock split), if no action is taken by the Administrator, adjustments contemplated
by this subsection that are proportionate shall nevertheless automatically be made as of the date of such stock dividend or subdivision
or combination of the Shares.
(b) Issuance
or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or
available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Administrator
may authorize the issuance or assumption of awards under this Plan upon such terms and conditions as it may deem appropriate.
(c) Effect of Change of Control.
(i) Upon a Change of Control, except to the extent otherwise provided in an applicable Award agreement, if the successor or surviving corporation
(or parent thereof) so agrees, then, without the consent of any Participant (or other person with rights in an Award), some or all outstanding
Awards may be assumed, or replaced with the same type of award with substantially equivalent terms and conditions, by the successor or
surviving corporation (or parent thereof) in the Change of Control transaction, subject to the following requirements:
(A) Each Award which is assumed by the successor or surviving corporation (or parent thereof) shall be appropriately adjusted, immediately
after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the
consummation of such Change of Control had the Award been exercised, vested or earned immediately prior to such Change of Control, and
such other appropriate adjustments in the terms and conditions of the Award shall be made.
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(B)
If the securities to which the Awards relate after the Change of Control are not listed and traded on a national securities exchange,
then (1) the Participant shall be provided the option, upon exercise or settlement of an Award, to elect to receive, in lieu of the issuance
of such securities, cash in an amount equal to the fair value equal of the securities that would have otherwise been issued and (2) for
purposes of determining such fair value, no reduction shall be taken to reflect a discount for lack of marketability, minority interest
or any similar consideration.
(ii)
To the extent the purchaser, successor or surviving entity (or parent thereof) in the Change of Control transaction does not assume the
Awards or issue replacement awards as provided in clause (i), then, except to the extent otherwise provided in an applicable Award agreement
and unless the Administrator otherwise determines:
(A)
Each Option or SAR that is then held by a Participant who is employed by or in the service of the Company or an Affiliate shall
either (x) become immediately exercisable and remain so for a period of fifteen (15) days prior to the consummation of the Change of
Control (with any exercisability being conditioned and effective upon such consummation and any unexercised Options or SARs
terminating upon such consummation) or (y) be cancelled (whether or not then vested) on the date of the Change of Control in
exchange for a payment in cash or securities upon or promptly after the consummation of the Change of Control having a value equal
to the excess of the Change of Control Price (as defined below) of the Shares covered by the Option or SAR that is so cancelled over
the purchase or grant price of such Shares under the Award; provided, however, that all Options and SARs that have a purchase
or grant price that is greater than the Change of Control Price shall be cancelled for no consideration;
(B)
Restricted Stock and Restricted Stock Units (that are not Performance Awards) that are not then vested shall vest in full as of
immediately prior to the Change of Control and shall be cancelled in exchange for a payment in cash upon or promptly after the
consummation of the Change of Control having a value equal to the Change of Control Price of the Shares covered by the Award that is
so cancelled;
(C)
All Performance Stock Units, Performance Units, and Cash Incentive Awards for which the performance period has expired shall be paid
based on actual performance (and assuming all employment or other requirements had been met in full); and all Performance Stock
Units, Performance Units and Cash Incentive Awards for which the performance period has not expired shall be cancelled in exchange
for a payment in cash upon or promptly after the consummation of the Change of Control equal to the amount that would have been due
under such Award(s) as determined by the Administrator;
(D)
All Dividend Equivalent Units that are not vested shall vest (to the same extent as the Award granted in tandem with the Dividend
Equivalent Unit, if applicable) and be paid upon or promptly after the consummation of the Change of Control; and
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(E)
All other Awards that are not vested shall vest and if an amount is payable under such vested Award, such amount shall be paid in cash
upon or promptly after the consummation of the Change of Control equal to the value of the Award.
“Change of Control Price”
shall mean the per share price paid or deemed paid in the Change of Control transaction, and to the extent necessary, as determined by
the Administrator.
(d)
Application of Limits on Payments. Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding
heretofore or hereafter entered into by a Participant with the Company or any Affiliate, except an agreement, contract, or understanding
that expressly addresses Section 280G or Section 4999 of the Code (an “Other Agreement”), and notwithstanding any formal
or informal plan or other arrangement for the direct or indirect provision of compensation to the Participant (including groups or classes
of Participants or beneficiaries of which the Participant is a member), whether or not such compensation is deferred, is in cash, or
is in the form of a benefit to or for the Participant (a “Benefit Arrangement”), if the Participant is a “disqualified
individual,” as defined in Section 280G(c) of the Code, any Option, Restricted Stock, Restricted Stock Unit, Performance Stock
Unit or Performance Unit held by that Participant and any right to receive any payment or other benefit under this Plan shall not become
exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights,
payments, or benefits to or for the Participant under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any
payment or benefit to the Participant under this Plan to be considered a “parachute payment” within the meaning of Section
280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment,
the aggregate after-tax amounts received by the Participant from the Company under this Plan, all Other Agreements, and all Benefit Arrangements
would be less than the maximum after-tax amount that could be received by the Participant without causing any such payment or benefit
to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under
this Plan, in conjunction with all other rights, payments, or benefits to or for the Participant under any Other Agreement or any Benefit
Arrangement would cause the Participant to be considered to have received a Parachute Payment under this Plan that would have the effect
of decreasing the after-tax amount received by the Participant as described in clause (ii) of the preceding sentence, then the rights,
payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements shall be reduced or eliminated in the following
manner and order: any such reduction or elimination in rights, payments and benefits shall be applied first against the latest scheduled
cash payments; then current cash payments; then any equity or equity derivatives that are included under Code Section 280G at full value
rather than accelerated value (with the highest value reduced or eliminated first); then any equity or equity derivatives included under
Code Section 280G at an accelerated value (and not at full value) shall be reduced or eliminated with the highest value reduced or eliminated
first (as such values are determined under Treasury Regulation 1.280G-1, Q&A 24); finally any other non-cash benefits will be reduced
or eliminated in the order of latest scheduled payments to earliest scheduled payments.
18. Effect of Termination
of Employment or Service on Awards.
Except
as otherwise provided in Section 19(a), by the Administrator in an Award agreement, or as otherwise determined by the Administrator
prior to or at the time of termination of a Participant’s employment or service, the following provisions shall apply upon a Participant’s
termination of employment or service with the Company and its Affiliates.
C-16
2026 ANNUAL
PROXY STATEMENT
(a) Termination
of Employment or Service. If a Participant’s employment or service with the Company and its Affiliates ends for any reason
other than (i) death, (ii) Disability or (iii) Retirement, then:
(i)
Any outstanding unvested Options or SARs shall be forfeited immediately upon such termination, and any outstanding vested Options or
SARs shall be exercisable until the earlier of (A) ninety (90) days following the Participant’s termination date and (B) the
expiration date of the Option or SAR under the terms of the applicable Award agreement.
(ii)
All other outstanding Awards made to the Participant, to the extent not then earned, vested and paid to the Participant, shall terminate
on the Participant’s last day of employment or service.
(b)
Disability of Participant. If a Participant’s employment or service with the Company and its Affiliates terminates as a
result of Disability, then:
(i)
Any outstanding unvested Options or SARs shall be forfeited immediately upon such death or termination, and any outstanding vested
Options or SARs shall be exercisable until the earlier of (A) twelve (12) months following the date of such death or termination and
(B) the expiration date of the Option or SAR under the terms of the applicable Award agreement.
(ii)
All other outstanding Awards made to the Participant, to the extent not then earned, vested and paid to the Participant, shall
terminate on the Participant’s last day of employment or service.
(c) Death of Participant. If a Participant’s employment or service with the Company and its Affiliates ends as a result of such
Participant’s death, then all unvested time-vesting equity Awards (including Restricted Stock Units, Restricted Stock, and Options)
held by the Participant on the date of such Participant’s death that are scheduled to vest during the 12 months after Participant’s
death shall vest immediately as to service requirements on the date of death, all service-based restrictions for such Awards shall lapse,
and any performance-based equity Awards (including Performance Units and Performance Stock Units) for which the end of the performance
period is within 12 months after the date of such Participant’s death shall be deemed to have been earned at target performance
with the amount prorated through the date of such Participant’s death. Any performance-based Awards shall be settled and paid to
the Participant’s estate within 90 days of Participant’s death. All accelerated upon death and all outstanding and vested
Options or SARs will be exercisable until the earlier of (A) twelve (12) months following the Participant’s date of death and (B)
the expiration date of the Option or SAR under the terms of the applicable Award agreement.
For those equity
Awards that are scheduled to vest after the date that is 12 months from the date of Participant’s death and all unvested cash Awards:
(i) Any outstanding unvested Options or SARs shall be forfeited immediately upon such termination; and
(ii)
All other outstanding Awards made to the Participant, to the extent not then earned, vested and paid to the Participant, shall
terminate on the Participant’s last day of employment or service.
(d) Retirement
of Participant. If a Participant’s employment or service terminates as a result of Retirement, then:
(i)
Any outstanding unvested Options or SARs shall be forfeited immediately upon such Retirement, and any outstanding vested Options or SARs
shall be exercisable until the earlier of (A) thirty-six (36) months following the date of such Retirement and (B) the expiration date
of the Option or SAR under the terms of the applicable Award agreement.
C-17
2026 ANNUAL
PROXY STATEMENT
(ii) All
other outstanding Awards made to the Participant, to the extent not then earned, vested and paid to the Participant, shall terminate
on the Participant’s last day of employment or service.
(d)
Time of Termination. For purposes of this Section 18, termination of service shall be deemed to occur at 11:59 p.m. (Eastern Time)
on the relevant date described above. Forfeiture or termination of Awards required by this Section 18 shall occur on the date of termination
immediately after termination.
(e)
Consultants, Advisors and Other Stock-Based Awards. The Administrator shall have the discretion to determine the effect of the
termination of service of a consultant or advisor on Awards held by such individual, and the effect on other Stock-based Awards of a
Participant’s termination of employment or service with the Company and its Affiliates.
19. Miscellaneous.
(a)
Other Terms and Conditions. (i) The Administrator may provide in any Award agreement such other provisions (whether or not applicable
to the Award granted to any other Participant) as the Administrator determines appropriate to the extent not otherwise prohibited by
the terms of the Plan. No provision in an Award agreement shall limit the Administrator’s discretion hereunder unless such provision
specifically so provides for such limitation. (ii) Notwithstanding anything in this Plan, the Executive Change in Control & General
Severance Agreements (as may be modified from time to time or other replacement agreement between executives and the Company) or other
employment, change of control, severance or similar agreement provided that such other agreement references this Plan, control over any
conflicting term in this Plan; provided that, any term in this Plan that is more favorable to a Participant than a term addressing the
same subject matter in such Participant’s Executive Change in Control & General Severance Agreement (or other agreement referencing
this Plan) shall control.
(b)
Employment and Service. The issuance of an Award shall not confer upon a Participant any right with respect to continued employment
or service with the Company or any Affiliate, or the right to continue as a Director. Unless determined otherwise by the Administrator,
for purposes of the Plan and all Awards, the following rules shall apply:
(i)
a Participant who transfers employment between the Company and its Affiliates, or between Affiliates, will not be considered to have
terminated employment;
(ii)
a Participant who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or an Affiliate shall not
be considered to have ceased service as a Director with respect to any Award until such Participant’s termination of employment
with the Company and its Affiliates;
(iii)
a Participant who ceases to be employed by the Company or an Affiliate and immediately thereafter becomes a Non-Employee Director, a
non-employee director of an Affiliate, or a consultant to the Company or any Affiliate shall not be considered to have terminated employment
until such Participant’s service as a director of, or consultant to, the Company and its Affiliates has ceased; and
C-18
2026 ANNUAL
PROXY STATEMENT
(iv) a
Participant employed by an Affiliate will be considered to have terminated employment when such entity ceases to be an Affiliate.
Notwithstanding
the foregoing, for purposes of an Award that is subject to Code Section 409A, if a Participant’s termination of employment or service
triggers the payment of compensation under such Award, then the Participant will be deemed to have terminated employment or service upon
his or her “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision in this
Plan or an Award to the contrary, if any Participant is a “specified employee” within the meaning of Code Section 409A as
of the date of his or her “separation from service” within the meaning of Code Section 409A, then, to the extent required
to avoid the imposition of additional taxes under Code Section 409A, any payment made to the Participant on account of such separation
from service shall not be made before a date that is six months after the date of the separation from service.
(c)
No Fractional Shares. No fractional Shares or other securities may be issued or delivered pursuant to this Plan, and the Administrator
may determine whether cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or other
securities, or whether such fractional Shares or other securities or any rights to fractional Shares or other securities will be canceled,
terminated or otherwise eliminated with or without consideration.
(d)
Unfunded Plan; Awards Not Includable for Benefits Purposes. This Plan is unfunded and does not create, and should not be construed
to create, a trust or separate fund with respect to this Plan’s benefits. This Plan does not establish any fiduciary relationship
between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award granted under
this Plan, such rights are no greater than the rights of the Company’s general unsecured creditors. Income recognized by a Participant
pursuant to an Award shall not be included in the determination of benefits under any employee pension benefit plan (as such term is
defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended) or group insurance or other benefit plans
applicable to the Participant which are maintained by the Company or any Affiliate, except as may be provided under the terms of such
plans or determined by resolution of the Board.
(e) Requirements
of Law and Securities Exchange. The granting of Awards and the issuance of Shares in connection with an Award are subject to all
applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be
required. Notwithstanding any other provision of this Plan or any award agreement, the Company has no liability to deliver any
Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity, and unless and until the Participant has taken all actions required by
the Company in connection therewith. The Company may impose such restrictions on any Shares issued under the Plan as the Company
determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements of any national
securities exchanges.
(f)
Securities Law Compliance. With respect to Section 16 Participants, transactions under this Plan are intended to qualify for the
exemption provided by Rule 16b-3 under the Exchange Act.
(g)
Code Section 409A. Any Award granted under this Plan shall be provided or made in such manner and at such time as to either make
the Award exempt from, or comply with, the provisions of Code Section 409A, to avoid a plan failure described in Code Section 409(a)(1),
and the provisions of Code Section 409A are incorporated into this Plan to the extent necessary for any Award that is subject to Code
Section 409A to comply therewith.
C-19
2026 ANNUAL
PROXY STATEMENT
(h)
No Corporate Action Restriction. The existence of this Plan, the Award agreements and the Awards granted hereunder shall
not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company to make or authorize: (a)
any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company or any Subsidiary,
(b) any merger, arrangement, business combination, amalgamation, consolidation or change in the ownership of the Company or any Subsidiary,
(c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights
thereof) of the Company or any Subsidiary, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer
of all or any part of the assets or business of the Company or any Subsidiary, or (f) any other corporate act or proceeding by the Company
or any Subsidiary. No Participant, beneficiary or any other person shall have any claim under any Award or Award agreement against any
member of the Board or the Administrator, or the Company or any employees, officers or agents of the Company or any Subsidiary, as a
result of any such action.
(i)
Governing Law; Venue. This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the
laws of the State of Colorado, without reference to any conflict of law principles. Any legal action or proceeding with respect to this
Plan, any Award or any award agreement, or for recognition and enforcement of any judgment in respect of this Plan, any Award or any
award agreement, may only be brought and determined in (i) a court sitting in the State of Colorado, and (ii) a “bench” trial,
and any party to such action or proceeding shall agree to waive its right to a jury trial.
(j)
Limitations on Actions. Any legal action or proceeding with respect to this Plan, any Award or any award agreement, must be brought
within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.
(k)
Construction. Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine
in all cases where they would so apply; and wherever any words are used in the singular or plural, they shall be construed as though
they were used in the plural or singular, as the case may be, in all cases where they would so apply. Titles of sections are for general
information only, and this Plan is not to be construed with reference to such titles. The title, label or characterization of an Award
in an award agreement or in the Company’s public filings or other disclosures shall not be determinative as to which specific Award
type is represented by the award agreement. Instead, the Administrator may determine which specific type(s) of Award(s) is (are) represented
by any award agreement, at the time such Award is granted or at any time thereafter. Except to the extent otherwise provided in the applicable
award agreement, in the case of any Award that includes a “series of installment payments” (within the meaning of Section
1.409A-2(b)(2)(iii) of the Treasury Regulations), the Award holder’s right to the series of installment payments shall be treated
as a right to a series of separate payments and not as a right to a single payment.
(l)
Severability. If any provision of this Plan or any award agreement or any Award (i) is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person or Award, or (ii) would cause this Plan, any award agreement or any
Award to violate or be disqualified under any law the Administrator deems applicable, then such provision should be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Administrator,
materially altering the intent of this Plan, award agreement or Award, then such provision should be stricken as to such jurisdiction,
person or Award, and the remainder of this Plan, such award agreement and such Award will remain in full force and effect.
C-20
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v3.26.1
Cover
May 07, 2026
Cover [Abstract]
Document Type
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Document Period End Date
May 07, 2026
Current Fiscal Year End Date
--12-31
Entity File Number
000-26966
Entity Registrant Name
Advanced Energy Industries, Inc.
Entity Central Index Key
0000927003
Entity Tax Identification Number
84-0846841
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
1595
Wynkoop Street
Entity Address, Address Line Two
Suite 800
Entity Address, City or Town
Denver
Entity Address, State or Province
CO
Entity Address, Postal Zip Code
80202
City Area Code
970
Local Phone Number
407-6626
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Title of 12(b) Security
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Trading Symbol
AEIS
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