Sector: Information Technology
IMMERSION CORP · Meeting: April 6, 2026
Directors FOR
1
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Election of Five Directors
Against Analysis
Mr. Martin has served since 2019, giving him full tenure overlap with Immersion's severe underperformance versus the technology sector ETF XLK — the stock lost 6.6% over three years while XLK gained 98.3%, a gap of 104.9 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns; the five-year record (-29.0% vs. XLK) does not provide a mitigating longer-term track record, so the Against vote stands.
Mr. Nader joined in 2022, giving him more than 24 months of tenure and meaningful overlap with the underperformance period; the stock's 3-year loss of 6.6% against XLK's gain of 98.3% (a gap of 104.9 percentage points) far exceeds the 30-point threshold, and the five-year return of -29.0% confirms this is not a recent anomaly within an otherwise solid track record.
Mr. Singer has served since 2020 as a director and as CEO since January 2023, giving him full tenure overlap with the underperformance; as an executive director he is subject to the same TSR trigger as all other directors, and the 104.9-percentage-point gap between Immersion's 3-year return and XLK far exceeds the policy threshold — this director vote is independent of the Say on Pay evaluation.
Mr. Wasch has served since 2021, giving him full tenure overlap with Immersion's sustained underperformance against XLK; the 104.9-percentage-point 3-year gap and the five-year return of -29.0% against XLK's strong multi-year gains confirm that the underperformance is not a short-term blip, and no mitigating 5-year track record exists.
For Analysis
Ms. Hoffman joined the board in 2023, and while she has now been a director for more than 24 months, her tenure began during an already-established period of underperformance; under the policy, directors who joined after underperformance was already established receive mitigating context, and given that her tenure covers less than the full 3-year measurement window and the underperformance predates her appointment, a For vote is appropriate.
Four of the five director nominees — Martin (since 2019), Nader (since 2022), Singer (since 2020), and Wasch (since 2021) — are voted Against due to Immersion's severe and sustained underperformance against the technology sector benchmark XLK, with the stock losing 6.6% over three years while XLK gained 98.3%, a gap of 104.9 percentage points that far exceeds the 30-point policy threshold. Emily Hoffman, who joined in 2023 after underperformance was already established and whose tenure does not cover the full measurement window, receives a For vote.
CEO
Eric Singer
Total Comp
$12,293,260
Prior Support
87.2%%
CEO Eric Singer received total compensation of $12.29 million at a company with a market cap of only $211 million — this is extremely high relative to the expected pay range for a small-cap technology CEO, almost certainly exceeding the 20% above-benchmark threshold that triggers a No vote on CEO pay. The pay-for-performance alignment check also fails: Immersion's stock has declined 6.6% over three years and 15.5% over the past year while the technology sector ETF XLK gained 98.3%, yet Singer received $5.89 million in bonuses and $4.96 million in stock awards during the most recent fiscal year alone; this combination of above-benchmark incentive pay alongside severe stock underperformance is precisely the misalignment the policy is designed to flag. The company also disclosed a restatement of multiple quarterly financial periods during FY2025, which — even though the board concluded no excess compensation was paid — adds further governance concern about the reliability of the performance metrics on which bonuses were based.
Auditor
BDO USA, P.C.
Tenure
1 yrs
Audit Fees
$227,700
Non-Audit Fees
$0
BDO was appointed in July 2024 and has served for approximately one year, well below the 25-year tenure threshold; non-audit fees are zero, giving a non-audit ratio of 0% against the 50% threshold; BDO is a large national firm appropriate for a company of Immersion's size; and there are no material restatement concerns attributable to BDO's work, so all policy screens pass.
Meeting held April 6, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Emily S. Hoffman | 91.5% | 14.0M | 1.3M | ✓ Elected |
| Eric Singer | 91.0% | 13.9M | 1.4M | ✓ Elected |
| Frederick Wasch | 87.8% | 13.4M | 1.9M | ✓ Elected |
| William Martin | 87.1% | 13.3M | 2.0M | ✓ Elected |
| Elias Nader | 81.2% | 12.4M | 2.9M | ✓ Elected |
Broker non-votes: 9.2M
Say on Pay
For 8.7M · Against 6.6M · Abstain 53,856
Auditor Ratification
For 23.3M · Against 1.2M · Abstain 25,371
Immersion's 2026 annual meeting ballot features significant governance concerns: four of five director nominees are voted Against due to Immersion's catastrophic underperformance against the technology sector benchmark XLK (a 104.9-percentage-point gap over three years), and the Say on Pay vote is Against due to CEO compensation of $12.29 million that appears highly excessive for a $211 million market-cap company with a declining stock price. The auditor ratification of BDO — a newly appointed firm with clean fee ratios — passes without issue, and incoming director Emily Hoffman receives a For vote as a newer member who joined after underperformance was already established.
