​
UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

SCHEDULE 14A


(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant   ☒            Filed by a Party other than the Registrant   ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, For Use of the Commission Only (as permitted by 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional materials
☐Soliciting Material Pursuant to § 240.14a-12

☐
Preliminary Proxy Statement
​
☐
Confidential, For Use of the Commission Only (as permitted by 14a-6(e)(2))
​
☒
Definitive Proxy Statement
​
☐
Definitive Additional materials
​
☐
Soliciting Material Pursuant to § 240.14a-12
​
SUPERCONDUCTOR TECHNOLOGIES INC.

​
(Name of Registrant as Specified in Its Charter)

​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐Fee paid previously with preliminary materials:
☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1)

Amount previously paid:

(2)

Form, schedule or registration statement no.:

(3)

Filing party:

(4)

Date filed:

☒
No fee required.
​
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
​
(1)
Title of each class of securities to which transaction applies:
​
​
(2)
Aggregate number of securities to which transaction applies:
​
​
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
​
​
(4)
Proposed maximum aggregate value of transaction:
​
​
(5)
Total fee paid:
​
​
☐
Fee paid previously with preliminary materials:
​
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
​
(1)
Amount Previously Paid:
​
​
(2)
Form, Schedule or Registration Statement No.:
​
​
(3)
Filing Party:
​
​
(4)
Date Filed:
​
​

LOGO

​
[MISSING IMAGE: lg_sti-gray.jpg]
NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS


TO BE HELD ON June 6,NOVEMBER 14, 2019

To Our Stockholders:

The Annual

A Special Meeting of Stockholders (our or the “AnnualSpecial Meeting”) of Superconductor Technologies Inc. (the “Company”) will be held on Thursday, June 6,November 14, 2019, at 9:00 a.m., local time, at our offices located at 9101 Wall Street, Suite 1300, Austin, Texas 78754, for the following purposes, as more fully described in the accompanying Proxy Statement:

1.

To elect one (1) Class 3 director to hold office until our 2022 Annual Meeting of Stockholders or until his or her successor is elected and qualified;

2.

To approve, on an advisory basis, our executive compensation;

3.

To vote, on an advisory basis, on the frequency of future advisory votes on executive compensation;

4.

To ratify the appointment of Marcum LLP as our independent registered public accounting firm for 2019;

5.

To transact such other business as may properly come before our Annual Meeting or any adjournment(s) or postponement(s) thereof.

1.
To approve amendment of our Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our common stock at a ratio determined by our board of directors within a specified range, with a reduction in the number of authorized shares of our common stock by a corresponding ratio; and
​
2.
To approve any adjournments of our Special Meeting to another time or place, if necessary, for the purpose of soliciting additional proxies in favor of the foregoing proposal.
​
Only stockholders of record at the close of business on April 17,September 25, 2019 are entitled to notice of and to vote at our AnnualSpecial Meeting. A list of stockholders as of this date will be available during normal business hours for examination at our offices by any stockholder for any purpose relevant to our AnnualSpecial Meeting for a period of ten days prior to the AnnualSpecial Meeting.

Notwithstanding approval of the reverse stock split proposal by our stockholders, the board of directors reserves its right to elect not to proceed with implementing the reverse stock split proposal at any time prior to the date on which the amendment to our Restated Certificate of Incorporation, as amended, becomes effective pursuant the General Corporation Law of the State of Delaware, if it determines, in its sole discretion, that the reverse stock split proposal is no longer in the best interests of the Company or its stockholders.
All stockholders are urged to attend our AnnualSpecial Meeting in person or vote by proxy.YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND OUR ANNUALSPECIAL MEETING IN PERSON, PLEASE SIGN AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT OUR ANNUALSPECIAL MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. The proxy is revocable at any time prior to its exercise and will not affect your right to vote in person in the event you attend our AnnualSpecial Meeting.

It will, however, help to assure a quorum and to avoid added proxy solicitation costs.
By Order of the Board of Directors,

LOGO

JEFFREY A. QUIRAM
President and Chief Executive Officer
Please read the attached proxy statement, as it contains important information you need to know to vote at the Special Meeting.

By Order of the Board of Directors,
/s/ JEFFREY A. QUIRAM
​
Jeffrey A. Quiram
President and Chief Executive Officer
Austin, Texas

April 26,
October 15, 2019

Important Notice Regarding the Availability of Proxy Materials for the 2019 Annual
Special Meeting of

Stockholders to be Heldheld on June 6,November 14, 2019

Our Proxy Statement Annual Report on Form10-K, as amended, and proxy card are available on the Internet at http://www.proxyvote.com and at the “SEC Filings” section under the “Investors” tab on our corporate website at http://www.suptech.com.

www.suptech.com.

LOGO

​
[MISSING IMAGE: lg_sti-gray.jpg]
9101 Wall Street,

Suite 1300
Austin, Texas 78754


(512)334-8900

PROXY STATEMENT


FOR ANNUALSPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6,NOVEMBER 14, 2019

INTRODUCTION

This Proxy Statement contains information related to the solicitation of proxies by and on behalf of the Boardboard of Directorsdirectors of Superconductor Technologies Inc. (our “Board” or “board of directors”) for use in connection with our AnnualSpecial Meeting of Stockholders to be held on Thursday, June 6,November 14, 2019 beginning at 9:00 a.m., local time, at our offices located at 9101 Wall Street, Suite 1300, Austin, Texas 78754, and at any and all adjournments or postponements thereof  (our “AnnualSpecial Meeting”). At our AnnualSpecial Meeting, stockholders will be asked to consider and vote upon the following proposals: (i)
1.
To approve amendment of our Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our common stock at a ratio determined by our board of directors within a specified range, with a reduction in the electionnumber of one (1) Class 3 directorauthorized shares of our common stock by a corresponding ratio; and
​
2.
To approve any adjournments of our Special Meeting to hold office until our 2022 Annual Meetinganother time or place, if necessary, for the purpose of Stockholders or until his or her successor is elected and qualified; (ii) to approve, on an advisory basis, our executive compensation; (iii) to vote, on an advisory basis, onsoliciting additional proxies in favor of the frequency of future advisory votes on our executive compensation; (iv) to ratify the appointment of Marcum LLP as our independent registered public accounting firm for 2019; and (v) to transact such other business as may properly come before our Annual Meeting. foregoing proposal.
​
This Proxy Statement and the accompanying proxy card are being mailed to stockholders of record on or about May 2,October 15, 2019.

INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date

Only holders of record of our common stock at the close of business on April 17,September 25, 2019 (the “Record Date”) are entitled to notice of our AnnualSpecial Meeting and to vote at our AnnualSpecial Meeting. As of the Record Date, we had 3,802,6095,502,609 shares of our common stock issued and outstanding.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to our Secretary, at or before the taking of the vote at our AnnualSpecial Meeting, a written notice of revocation or a duly executed proxy bearing a later date or by attending our AnnualSpecial Meeting and voting in person.

If not revoked, the proxy will be voted at the Special Meeting in accordance with the stockholder’s instructions indicated on the proxy card.

Voting and Solicitation

Each share of our common stock is entitled to one vote on all matters presented at our AnnualSpecial Meeting. Stockholders do not have the right to cumulate their votes in the election of directors.

Shares of common stock represented by properly executed proxies will, unless such proxies have been previously revoked, be voted in accordance with the instructions indicated thereon. In the absence of specific instructions to the contrary, properly executed unrevoked proxies will be voted: (i) FOR the electionamendment of our Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our common stock at a ratio determined by our Board within a specified range and (ii) FOR any adjournment of our Special Meeting to solicit additional proxies in favor of the nominee in this Proxy Statement for Class 3 director, (ii) FOR the resolution approving, on an advisory basis, our executive compensation, (iii) FOR holding future advisory votes on executive compensation every three years, and (iv) FOR the ratification of the selection of Marcum LLP as our independent registered public accounting

1

firm for 2019.foregoing proposal, if necessary. No other business is expected to come before our AnnualSpecial Meeting. Should any other matter requiring a vote of stockholders properly arise, the persons named in the enclosed proxy card will vote such proxy in accordance with their best judgement (including the recommendation of our Board).

​
If you will not be able to attend our AnnualSpecial Meeting to vote in person, please vote your shares by completing and returning the accompanying proxy card or by voting electronically via the Internet or by telephone. To vote by mail, please mark, sign and date the accompanying proxy card and return it promptly in the enclosed postage paid envelope. To vote by Internet, go towww.proxyvote.com. To and to vote by telephone, call1-800-690-6903, and follow the instructions to cast your vote. For voting by Internet or telephone, you will need to have your12-digit control number located on your proxy card. Please do not return the enclosed paper ballot if you are voting by Internet or telephone.

We intend to solicit proxies primarily

Proxies may be solicited on behalf of the Board by mail. However,the Company’s directors, officers, agents and employees may communicate with stockholders, banks, brokerage houses and others by mail, e-mail, facsimile, telephone,e-mail, Internet or in person or otherwise to solicit proxies.without additional compensation other than reimbursement for reasonable charges and expenses in doing so. We have no present plans to hire specially engagedspecial employees or paid solicitors to assist in obtaining proxies, but reserve the option to do so. All expenses incurred in connection with this solicitation will be borne by us. We request that brokerage houses, nominees, custodians, fiduciaries and other like parties forward the soliciting materials to the underlying beneficial owners of our common stock. We will reimburse reasonable charges and expenses in doing so.

Quorum; Abstentions; Broker Non-Votes
Non-VotesQuorum

Quorum..   The required quorum for the transaction of business at our AnnualSpecial Meeting is generally the holders of a majority of the stock issued and outstanding on the Record Date and entitled to vote at our AnnualSpecial Meeting, present in person or by proxy. Shares that are voted “FOR” or “AGAINST” a matter are treated as being present at the meeting for purposes of establishing a quorum and are also treated as shares entitled to vote at our AnnualSpecial Meeting with respect to such matter. Abstentions and brokernon-votes will count towardare counted for purposes of determining the presence or absence of a quorum. An abstention isquorum for the voluntary acttransaction of business, but not voting byfor purposes of determining the number of votes cast with respect to a stockholder whoproposal.

Under Delaware law and our Amended and Restated Bylaws, as amended (our “Bylaws”), any meeting of stockholders, whether or not a quorum is present at a meeting and entitled to vote.Below is a discussionor has been established, may be adjourned by the affirmative vote of the effectstockholders represented at the meeting, in person or by proxy. Under Proposal 2, we may determine that an adjournment of abstentions and brokernon-votes on the resultsmeeting is appropriate for the purpose of each proposal.

soliciting additional proxies in favor of any proposal being submitted by us at the meeting.

Voting Requirements to Approve Proposals.Under Proposal One, the election of a Class 3 director, the director is elected by a “plurality” of the shares voted (meaning that the nominee with the largest number of votes is elected, up to the maximum number of directors to be chosen (in this case, one director)Proposals.   The approval of Proposals Two and Four:Proposal 1, the approval, on an advisory basis, our executive compensation; andreverse stock split proposal, requires the ratificationaffirmative vote of a majority of the independent registered public accounting firm,shares of common stock outstanding on the Record Date. As a result, abstentions and broker non-votes will have the same effect as a vote “AGAINST” Proposal 1. The approval of Proposal 2, adjournment of our Special Meeting, requires the affirmative vote of a majority of the votes properly cast at our AnnualSpecial Meeting. For Proposal Three, the frequency (every year, every two years or every three years) of future advisory votes on executive compensation that receives the highest number of votes cast will be considered the frequency that is recommended by our stockholders. As a result, abstentions and brokernon-votes will have no effect on the result of Proposals Two, Three and Four.

BrokerProposal 2.

Non-votes.Brokernon-votes are shares held in street name for which a broker returns a proxy card but indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority.

Shares held in “Street Name.Name.”If your shares of common stock are held by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee to have your shares of common stock voted.

Broker Discretionary Voting.If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, then your shares will be voted as you direct. If you do not give instructions thento your broker, we expect that your broker will have the discretion to vote your shares for each proposal under the rules that govern broker voting based on Proposal Two, Proposal Three1 and Proposal Four with2 each qualifying as a “routine matter” under such applicable rules, butrules.
Broker Non-votes.   A broker non-vote occurs when a broker or other nominee who holds shares for another person does not vote on a particular proposal because that holder does not have discretionary voting power for the electionproposal and has not received voting instructions from the beneficial owner of directorsthe shares so the broker may not be entitledis unable to vote your shares at all.

2

Deadline for Receipt of Stockholder Proposals for 2020 Annual Meeting of Stockholders

Pursuant to Rule14a-8 of the Securities and Exchange Commission (“SEC”), proposals by eligible stockholders that are intended to be presented at our 2019 Annual Meeting of Stockholders must be received by our Corporate Secretary at Superconductor Technologies Inc., 9101 Wall Street, Austin, Texas 78754 not later than January 3, 2020 in order to be considered for inclusion in our proxy materials.

Stockholders intending to present a proposal at our 2020 Annual Meeting of Stockholders must comply with the requirements and provide the information set forth in our amended and restated bylaws. Under our amended and restated bylaws, a stockholder’s proposal must be timely received, which means that a proposal must be delivered to or mailed to our Secretary not less than 90 days prior to the meeting; provided that if less than 100 days’ notice or prior public disclosure of the meeting is given to stockholders, then notice by a stockholder, to be timely received, must be received by our Secretary not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.

3

PROPOSAL ONE

ELECTION OF CLASS 3 DIRECTOR

Our Board currently consists of five directors divided into three classes — Class 1 (Mr. Quiram and Mr. Kaplan), Class 2 (Mr. Davis and Ms. Johnson) and Class 3 (Mr. Vellequette) — with the directors in each class holding office for staggered terms of three years each or until their successors have been duly elected and qualified. Mr. Vellequette’s term expires at the Annual Meeting. Accordingly, one Class 3 director will be elected at the Annual Meeting. The nominee for election as the Class 3 director is Mr. Vellequette. The Class 3 director will serve until our 2022 Annual Meeting of Stockholders and until his successor is elected and qualified. Assuming the nominee is elected, wethose uninstructed shares. Brokers will have five directors serving as follows:

Class 1 directors : Jeffrey A. Quiram and Martin A. Kaplan

Terms expire at our 2020 annual meeting of stockholders.

Class 2 directors : Lynn J. Davis and Julia S. Johnson

Term expires at our 2021 annual meeting of stockholders.

Class 3 director : David W. Vellequette

Term expires at our 2022 annual meeting of stockholders.

The accompanying proxy card grants the proxy holder thediscretionary voting power to vote on both proposals so we do not anticipate any broker non-votes. Because adoption and approval of the proxy forreverse stock split proposal requires a substitute nominee inmajority of the event thatoutstanding shares, a broker non-vote will have the nominee becomes unavailable to servesame effect as a Class 3 director. Management presently has no knowledge thatvote “Against” the nominee will refuse or be unable to serve as a Class 3 director for the prescribed term.

Required Vote

Directors are elected by a “plurality”reverse stock split proposal. Because approval of the shares voted. Plurality means thatadjournment proposal requires an affirmative vote of a majority of the nominee withvotes present in person or represented by proxy at the largest number of votes is elected, up to the maximum number of directors to be chosen (in this case, one director). Stockholders can either vote “for” the nominee or withhold authority to vote for the nominee. However, shares that are withheldSpecial Meeting, a broker non-vote will have no effect on the outcome of the vote with regards to the adjournment proposal.

2
​
PROPOSAL 1
AMENDMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION,
AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK
Introduction
Our Board has unanimously approved and recommended to our stockholders an amendment to our Restated Certificate of Incorporation, as amended (“Restated Certificate of Incorporation”), to effect a reverse stock split (the “Reverse Stock Split”) by a ratio of not less than one-for-two (1:2) and not greater than one-for-ten (1:10), with the exact ratio to be set as a whole number within this range determined by our Board, with a reduction in the number of authorized shares of our common stock by a corresponding ratio (the “Authorized Share Reduction”). If this Proposal 1 is approved, our Board may (but is not required to) effect the Reverse Stock Split and the Authorized Share Reduction as soon as the business day immediately following the Special Meeting and within one year of the date of the Special Meeting without further stockholder approval. Even if this Proposal 1 is approved, our Board may decide not to effect the Reverse Stock Split and the Authorized Share Reduction if it determines that the Reverse Stock Split and the Authorized Share Reduction is not an effective course of action to achieve corporate objectives. The Board will not effect the Reverse Stock Split without also effecting the Authorized Share Reduction, and vice versa.
The Reverse Stock Split and the Authorized Share Reduction will have no effect on the par value of our common stock but will have the effect of reducing the number of authorized shares of common stock and the number of outstanding shares of common stock by the chosen ratio. All holders of our common stock will be affected proportionately by the Reverse Stock Split and the Authorized Share Reduction. The Company will pay cash in lieu of any fractional shares resulting from the Reverse Stock Split. The proposed form of amendment to our Restated Certificate of Incorporation to implement the Reverse Stock Split is attached to this proxy statement as Annex A (the “Certificate of Amendment”).
Reasons for the Reverse Stock Split
Our common stock is listed on the NASDAQ Capital Market (“Nasdaq”) which has a continued listing requirement of  $1.00 per share. The common stock is currently trading below $1.00 per share. We have been provided a 180-day grace period by Nasdaq to regain compliance and can do so if the bid price of our common stock closes at $1.00 per share or more for a minimum of 10 consecutive trading days before January 6, 2020. The Reverse Stock Split is one method for achieving this goal.
We value our listing on Nasdaq, as we believe it helps support and maintain stock liquidity and Company recognition for our stockholders, and currently intend to implement the Reverse Stock Split in order to assist in maintaining such listing. In addition, we also believe that the low market price of our common stock impairs its acceptability to important segments of the financial community and the investing public. Many investors look upon low-priced stock as unduly speculative in nature and, as a matter of policy, avoid investment in such stocks. We believe that the low market price of our common stock has reduced the effective marketability of those shares because of the reluctance of many leading brokerage firms to recommend low-priced stock to their clients. Further, a variety of brokerage house policies and practices tend to discourage individual brokers within those firms from dealing in low-priced stocks. Some of those policies and practices pertain to the payment of brokers’ commissions and to time-consuming procedures that function to make the handling of low-priced stocks unattractive to brokers from an economic standpoint. Finally, the internal guidelines of many institutional investors prohibit the purchase of stock trading below certain minimum prices, typically $1.00 to $5.00.
In order to provide maximum flexibility, we are submitting this proposal with a range of exchange ratios of not less than one-for-two (1:2) and not greater than one-for-ten (1:10). The need for the broad range is due to the volatility of the stock price which ranged from a high of  $2.58 to a low of  $0.48 during the twelve months prior to September 25, 2019.
3
​
We believe that enabling our Board to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split and the Authorized Share Reduction in a manner designed to maximize the anticipated benefits for our stockholders. In determining whether to implement the Reverse Stock Split (including selecting the exchange ratio) and the Authorized Share Reduction, our Board will consider factors such as:
•
The status of the common stock listing on Nasdaq and the listing standards of other stock exchanges;
​
•
The historical trading price and trading volume of our common stock;
​
•
The then prevailing trading price and trading volume for our common stock;
​
•
The anticipated impact of the Reverse Stock Split on the trading price of and market for our common stock; and
​
•
Prevailing general market and economic conditions.
​
Reducing the number of outstanding shares of our common stock through a reverse stock split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split and the Authorized Share Reduction, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Stock Split and the Authorized Share Reduction or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after a reverse stock split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split and the Authorized Share Reduction. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split and the Authorized Share Reduction.
Our Board will have sole discretion as to the exact timing and precise exchange ratio of the Reverse Stock Split and the Authorized Share Reduction within the range of ratios specified in this Proposal 1 for one year following the date of our Special Meeting. Our Board may also determine that the Reverse Stock Split and the Authorized Share Reduction is no longer in the best interests of the Company and its stockholders and decide to abandon the Reverse Stock Split and the Authorized Share Reduction, at any time before, during or after the meeting and prior to its effectiveness, without further action by the stockholders.
Effect of the Reverse Split and the Authorized Share Reduction on Our Common Stock
Depending on the ratio for the Reverse Stock Split and the Authorized Share Reduction determined by our Board, a minimum of two and a maximum of 10 shares of existing common stock will be combined into one new share of common stock. The table below shows, as of September 25, 2019, the approximate number of outstanding shares of common stock (excluding Treasury shares) that would result from the listed hypothetical reverse stock split ratios (without giving effect to the treatment of fractional shares) based on the 5,502,609 shares of common stock issued and outstanding as of such date:
Reverse Stock Split Ratio​​Approximate Number of
Outstanding Shares of
Common Stock Following
the Reverse Stock Split and
the Authorized Share Reduction		​​Number of Shares of
Common Stock Reserved
for Future Issuance Following
the Reverse Stock Split and
the Authorized Share Reduction		​​Number of Shares of
Common Stock Authorized
but Not Outstanding or
Reserved Following
the Reverse Stock Split and
the Authorized Share Reduction		​
1-for-2​​​​2,751,305​​​​​2,028,143​​​​​120,220,553​​
1-for-3​​​​1,834,203​​​​​1,352,095​​​​​80,147,035​​
1-for-4​​​​1,375,652​​​​​1,014,072​​​​​60,110,276​​
1-for-5​​​​1,100,522​​​​​811,257​​​​​48,088,221​​
1-for-6​​​​917,102​​​​​676,048​​​​​40,073,517​​
4
​
Reverse Stock Split Ratio​​Approximate Number of
Outstanding Shares of
Common Stock Following
the Reverse Stock Split and
the Authorized Share Reduction		​​Number of Shares of
Common Stock Reserved
for Future Issuance Following
the Reverse Stock Split and
the Authorized Share Reduction		​​Number of Shares of
Common Stock Authorized
but Not Outstanding or
Reserved Following
the Reverse Stock Split and
the Authorized Share Reduction		​
1-for-7​​​​786,087​​​​​579,469​​​​​34,348,730​​
1-for-8​​​​687,826​​​​​507,036​​​​​30,055,138​​
1-for-9​​​​611,401​​​​​450,698​​​​​26,715,679​​
1-for-10​​​​550,261​​​​​405,629​​​​​24,044,110​​
The actual number of shares issued after giving effect to the Reverse Stock Split and the Authorized Share Reduction, if implemented, will depend on the Reverse Stock Split ratio that is ultimately determined within the approved range by our Board and on the actual number of outstanding shares of common stock at the time we implement the Reverse Stock Split and the Authorized Share Reduction. The number of outstanding shares may change from the numbers used as a basis to generate the table above because we may issue additional common stock for various reasons, including as a result of a private or public offering. On October 10, 2019 we closed a public offering (the “October Offering”) of 7,934,000 shares of our common stock and pre-funded warrants to acquire an additional 3,900,000 shares of our common stock for a total of 11,834,000 shares of common stock (or common stock equivalents). Each share of common stock or common stock equivalent was issued with a warrant to purchase one additional share of our common stock at the public offering price of the common stock. The table above showing the effect of a reverse split at various ratios presents such information based on our authorized number of shares of common stock outstanding as of the Record Date and does not reflect in such examples the number of shares issued in the October Offering. If we implement the Reverse Stock Split, such implementation would be with respect to all shares of our common stock then outstanding. No securities are being offered by this proxy statement.
The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in us, except that, as described below in “— Fractional Shares,” record holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split will receive cash in lieu of such fractional share. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares). For example, a holder of 3% of the voting power of the outstanding shares of our common stock immediately prior to the effectiveness of the Reverse Stock Split will generally continue to hold 3% (assuming there is no impact as a result of the payment of cash in lieu of issuing fractional shares) of the voting power of the outstanding shares of our common stock after the Reverse Stock Split.
The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares. Nonetheless, our Board believes that these potential effects are outweighed by the benefits of the Reverse Stock Split.
No Going Private Transaction
Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our board of directors does not intend for this transaction to be the first step in a “going private transaction”: within the meaning of Rule 13e-3 of the Exchange Act.
Procedure for Implementing the Reverse Stock Split and the Authorized Share Reduction
The Reverse Stock Split and the Authorized Share Reduction, if approved by our stockholders, would become effective following the filing of the Certificate of Amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware as of the time or filing or such other time set forth in the Certificate of Amendment (the “Effective Time”). The Effective Time of the Reverse Stock Split and the Authorized Share Reduction will be determined by our Board based on its evaluation as to when such action will be the most advantageous to us and our stockholders. In addition, our Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to
5
​
elect not to proceed with the Reverse Stock Split and the Authorized Share Reduction if, at any time prior to filing the amendment to our Restated Certificate of Incorporation, our Board, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed with the Reverse Stock Split and the Authorized Share Reduction. If a certificate of amendment effecting the Reverse Stock Split and the Authorized Share Reduction has not been filed with the Secretary of State of the State of Delaware by the close of business on the first anniversary of the Special Meeting, our Board will abandon the Reverse Stock Split and the Authorized Share Reduction.
After the Effective Time, our common stock will continue to be listed on Nasdaq under the symbol “SCON” but will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is a number used to identify our equity securities, and stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below.
Beneficial Holders of Common Stock (i.e., stockholders who hold in street name)
Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
Registered “Book-Entry” Holders of Common Stock (i.e., stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)
Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.
Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Stock Split common stock, subject to adjustment for treatment of fractional shares.
Exchange of Stock Certificates and Elimination of Fractional Share Interests
As soon as practicable after filing the Certificate of Amendment to our Restated Certificate of Incorporation effecting a Reverse Stock Split with the Secretary of State of Delaware, stockholders will receive instructions for the exchange of their common stock certificates for new certificates representing the appropriate number of shares of common stock after the Reverse Stock Split. However, if permitted, the Company may elect to effect the exchange in the ordinary course of trading as certificates are returned for transfer. In either event, each current certificate representing shares of common stock will until so exchanged be deemed for all corporate purposes after the filing date to evidence ownership of our common stock in the proportionately reduced number. An exchange agent may be appointed to act for stockholders in effecting the exchange of their certificates.
Stockholders should NOT destroy any stock certificates or submit their stock certificates now. You should submit them only after you receive instructions from us or our exchange agent.
No service charges, brokerage commissions or transfer taxes will be payable by any stockholder, except that if any new stock certificates are to be issued in a name other than that in which the surrendered certificate(s) are registered it will be a condition of such issuance that (1) the person requesting such issuance pays all applicable transfer taxes resulting from the transfer (or prior to transfer of such certificate, if any) or establishes to our satisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in proper form for transfer.
6
​
Fractional Shares
We do not currently intend to issue fractional shares in connection with the Reverse Stock Split. Therefore, we will not issue certificates representing fractional shares. In lieu of issuing fractions of shares, we intend to pay cash as follows:
•
If a stockholder’s shares are held in street name, payment for the fractional shares will be deposited directly into the stockholder’s account with the organization holding the stockholder’s shares.
​
•
If the stockholder’s shares are registered directly in the stockholder’s name, payment for the fractional shares will be made by check, sent to the stockholder directly from our transfer agent upon receipt of the properly completed and executed transmittal letter and original stock certificates.
​
•
The amount of cash to be paid for fractional shares will be equal to the product obtained by multiplying:
​
•
The average closing price of our common stock as reported by Nasdaq for the five trading days immediately preceding the date of the Reverse Stock Split, or if our common stock is not at such time traded on Nasdaq, then as reported on the primary trading market for our common stock;
​
•
The amount of the fractional share.
​
Those stockholders who hold less than the number of shares set forth in the Reverse Stock Split ratio would be eliminated as a result of the payment of fractional shares in lieu of any fractional share interest in connection with the Reverse Stock Split. The Board reserves the right to aggregate all fractional shares for cash and arrange for their sale, with the aggregate proceeds from such sale being distributed to the holders of fractional shares on a pro rata basis.
Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, Preferred Stock and other Convertible or Exchangeable Securities
Based upon the reverse stock split ratio determined by our Board, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of common stock. This would include proportionate adjustments to the applicable common stock conversion price of the outstanding shares of our Series A Convertible Preferred Stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, preferred stock and other convertible or exchangeable securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the reverse stock split ratio determined by the Board, subject to our treatment of fractional shares.
Accounting Matters
This proposed amendment to our Restated Certificate of Incorporation will not affect the par value of our common stock per share, which will remain $0.001 par value per share. As a result, as of the Effective Time, the stated capital attributable to common stock and the additional paid-in capital account on our balance sheet will not change due to the Reverse Stock Split. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.
Certain Federal Income Tax Consequences
The following summary describes certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of our common stock.
7
​
Unless otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our common stock (a “U.S. holder”). A trust may also be a U.S. holder if  (1) a U.S. court is able to exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. An estate whose income is subject to U.S. federal income taxation regardless of director.its source may also be a U.S. holder.
This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, or (iii) persons that do not hold our common stock as “capital assets” (generally, property held for investment). If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.
This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split.
PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
The Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, a stockholder generally will not recognize gain or loss on the Reverse Stock Split, except to the extent of cash, if any, received in lieu of a fractional share interest in the post-Reverse Stock Split shares. The aggregate tax basis of the post-split shares received will be equal to the aggregate tax basis of the pre-split shares exchanged therefore (excluding any portion of the holder’s basis allocated to fractional shares), and the holding period of the post-split shares received will include the holding period of the pre-split shares exchanged.
A holder of the pre-split shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of the pre-split shares allocated to the fractional share interest and the cash received. Such gain or loss will be a capital gain or loss and will be short term if the pre-split shares were held for one year or less and long term if held more than one year.
No gain or loss will be recognized by us as a result of the Reverse Stock Split.
No Appraisal Rights
Stockholders have no rights under Delaware law or under our charter documents to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split.
8
​
Interest of Certain Persons in Matters to be Acted Upon
No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Reverse Stock Split and the Authorized Share Reduction that is not shared by all of our other stockholders.
Vote Required
This Proposal 1 requires the affirmative vote of a majority of the outstanding shares of our common stock. Stockholders may vote “for” or “against” the proposal, or they may abstain from voting on the proposal. Abstentions and brokernon-votes also will have the same effect as a vote “against” this Proposal 1. The proxy holders will vote your shares in accordance with your instructions. If you have not have any effect ongiven specific instructions to the outcomecontrary, your shares will be voted “FOR” the approval of the election of the director.

this Proposal 1.

Board Recommendation

Our Board Recommends a Vote “For” Mr. Vellequette.

CORPORATE GOVERNANCE AND BOARD MEETINGS AND COMMITTEES

Corporate Governance Policies and Practices

The following is a summary“FOR” Amendment of our corporate governance policiesRestated Certificate of Incorporation,
as Amended, to Effect a Reverse Stock Split as Described in this Proposal 1.

9
​
PROPOSAL 2
ADJOURNMENT OF THE MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
Our stockholders are being asked to consider and practices:

Our Board has determined that all of our directors, other than Mr. Quiram, are independent as defined by the rulesvote upon an adjournment of the SEC and The NASDAQ Stock Market (“NASDAQ”). Our Audit Committee, Compensation Committee and Governance and Nominating Committee each consists entirelySpecial Meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of independent directors under the rulesapproval of the SEC and NASDAQ.

We have a Code of Business Conduct and Ethics for all of our employees, including our Chief Executive Officer and Chief Financial Officer. If we amend any provision of our Code of Business Conduct and Ethics that appliesproposed amendment to our Chief Executive Officer or Chief Financial Officer (or any persons performing similar functions), or if we grant any waiver (including an implicit waiver) from any provisionRestated Certificate of our Code of Business ConductIncorporation to effectuate the Reverse Stock Split and Ethics to our Chief Executive Officer or Chief Financial Officer (or any persons performing similar functions), we

4

will disclose those amendments or waivers on our website atwww.suptech.com/Investors/Corporate Governance/Amendments and Waivers to the Code of Conduct within four business days following the date of the amendment or waiver.

Our Audit Committee reviews and approves all related-party transactions.

As part of our Code of Business Conduct and Ethics, we have made a “whistleblower” hotline available to all employees for anonymous reporting of financial or other concerns. Our Audit Committee receives directly, without management participation, all hotline activity reports concerning accounting, internal controls or auditing matters.

Board Leadership Structure and Rolethe Authorized Share Reduction as described in Risk Oversight

Our Board’s current policy is to separateProposal 1.

Under Delaware law, the role of Chairman of our Board and Chief Executive Officer. Our Board believes that this structure combines accountability with effective oversight. This structure also allows us to benefit from the experience and knowledge of our Chairman, who has been on our Board since 2002, while reflecting the responsibilities and contributions of our Chief Executive Officer. In addition, we believe that the independence of our Chairman provides additional oversight over the decisions of our management and places additional control in the hands of our independent directors.

Our Board is actively involved in overseeing our risk management through our Audit Committee. Under its charter, our Audit Committee is responsible for inquiring of management and our independent auditors about significant areas of risk or exposure and assessing the steps management has taken to minimize such risks. Our Board’s role in risk oversight has not affected our Board’s determination that the separation of roles of Chairman and Chief Executive Officer is most appropriate for our company.

Stockholder Communications with Directors

Stockholders who want to communicate with our Board or with a particular director or committee may send a letter to our Secretary at Superconductor Technologies Inc., 9101 Wall Street, Austin, Texas 78754. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters should state whether the intended recipients are all members of our Board or just certain specified individual directors or a specified committee. The Secretary will circulate the communications (with the exception of commercial solicitations) to the appropriate director or directors. Communications marked “Confidential” will be forwarded unopened.

Attendance at Annual Meetings of Stockholders

We expect that all of our Board members attend our annual meetings of stockholders in the absenceaffirmative vote of a showing of good cause for failure to do so. Allmajority of the members of our Board attended our 2018 annual meeting of stockholdersvotes present in person or represented by telephone.

Board Meetings and Committees

During 2018, each ofproxy at the Special Meeting is required to approve the adjournment proposal. Under our directors attended at least 75%Bylaws, no new notice need be given of the aggregate of (i) the total number of Board meetings and (ii) the total number of meetingsdate, time or place of the committeesadjourned meeting if such date, time or place is announced at the meeting before adjournment, unless the meeting is adjourned to a date more than 30 days after the date fixed for the original meeting. If we determine that an adjournment of the meeting is appropriate for the purpose of soliciting additional proxies in favor of any proposal being submitted by us at the meeting, such adjournment will be submitted for a stockholder vote under this Proposal 2.

Approval of the adjournment of the Special Meeting requires an affirmative vote of a majority of the votes cast on which the director served.

proposal at the Special Meeting. Abstentions and broker non-votes will not be counted towards, and will have no effect on, the vote total for this Proposal 2. Proxies solicited by the Board will be voted in favor of Directors

the adjournment unless a stockholder has indicated otherwise in their proxy.

Board Recommendation
Our Board heldRecommends a total of five meetings during 2018. Our Board has three standing committees — an Audit Committee established in accordance with section 3(a)(58)(A)Vote “FOR” the Adjournment of the Securities Exchange Act of 1934 (our “Audit Committee”), a Compensation Committee (our “Compensation Committee”) and a Governance and Nominating Committee (our “Nominating Committee”). Our Audit Committee, Compensation Committee and Nominating Committee each have a charter, which is available at the “Corporate Governance” section under the “Investors” tab on our website atwww.suptech.com.

5

Audit Committee

The principal functions of our Audit CommitteeSpecial Meeting, if necessary,
to Solicit Additional Proxies if there are Insufficient Votes to hire our independent public auditors, to review the scope and results of theyear-end audit with management and the independent auditors, to review our accounting principles and our system of internal accounting controls and to review our annual and quarterly reports before filing them with the SEC. Our Audit Committee met six times during 2018. The current members of our Audit Committee are Messrs. Vellequette (Chairman), Kaplan, Davis and Ms. Johnson.

Our Board has determined that all members of our Audit Committee are “independent” as defined under the rules of the SEC and the listing standards of NASDAQ. Our Board has determined that Mr. Vellequette is an “audit committee financial expert.”

Compensation Committee

Our Compensation Committee reviews and approves salaries, bonuses and other benefits payable to our executive officers and administers our management incentive plan. Our Compensation Committee makes all compensation decisions with respect to our Chief Executive Officer and makes recommendations to our Board regardingnon-equity compensation and equity awards to our other named executive officers (set forth below under “Executive Compensation—Summary Compensation Table”) and all other elected officers. In doing so, with respect to named executive officers other than the Chief Executive Officer, our Compensation Committee generally receives a recommendation from our Chief Executive Officer and other officers as appropriate. Our Chief Executive Officer also generally recommends the number of options or other equity awards to be granted to executive officers, within a range associated with the individual executive’s salary level, and presents this to our Compensation Committee for its review and approval.

Our Compensation Committee uses available data to review and compare our compensation levels to market compensation levels, taking into consideration the other companies’ size, the industry, and the individual executive’s level of responsibility, as well as anecdotal data regarding the compensation practices of other employers. We do not annually benchmark our executive compensation against a defined peer group, since we believe that defining such a group is difficult and would not materially affect our decisions. Our Compensation Committee does not generally hire an outside consulting firm to assist with compensation, as we believe that the value of doing so is exceeded by the costs. No compensation consultant was engaged to provide advice or recommendations on our executive or director compensation for 2018.

Our Compensation Committee also reviews the compensation of directors and recommends to our Board the amounts and types of cash to be paid and equity awards to be granted to our directors.

Our Compensation Committee met two times during 2018. The current members of our Compensation Committee are Messrs. Davis (Chairman), Kaplan, Vellequette and Ms. Johnson. Our Board has determined that all members of our Compensation Committee are “independent” as defined under the rules of the SEC and the listing standards of NASDAQ. Our Compensation Committee will only delegate its authority to the extent consistent with our certificate of incorporation and bylaws and applicable laws, regulations and listing standards.

Our Compensation Committee created the Stock Option Committee (our “Stock Option Committee”) consisting of two members—our Compensation Committee Chairman and the Chief Executive Officer. The purpose of our Stock Option Committee is to facilitate the timely granting of stock options in connection with hiring, promotions and other special situations, and therefore our Stock Option Committee meets only periodically as certain events occur. Our Stock Option Committee is empowered to grant options tonon-executive employees up to a preset annual aggregate limit. The Stock Option Committee did not meet during 2018.Our Compensation Committee supervises these grants and retains exclusive authority for all executive officer grants and the annual employee grants. The current members of our Stock Option Committee are Messrs. Davis (Chairman) and Quiram.

6

Approve Proposal 1.

10

Governance and Nominating Committee

Our Nominating Committee is responsible for overseeing and, as appropriate, making recommendations to our Board regarding, membership and constitution of our Board and its role in overseeing our affairs. Our Nominating Committee is responsible for proposing a slate of directors for election by the stockholders at each annual meeting and for proposing candidates to fill any vacancies. Our Nominating Committee is also responsible for the corporate governance practices and policies of our Board and its committees. The current members of our Nominating Committee are Messrs. Kaplan (Chairman), Davis, Vellequette and Ms. Johnson. Our Nominating Committee met two times in 2018. Our Board has determined that all members of our Nominating Committee are “independent” as defined under the rules of the SEC and the listing standards of NASDAQ.

Our Nominating Committee manages the process for evaluating current Board members at the time they are considered forre-nomination. After considering the appropriate skills and characteristics required on our Board, the current makeup of our Board, the results of the evaluations, and the wishes of our Board members to be re-nominated, our Nominating Committee recommends to our Board whether those individuals should bere-nominated.

Our Nominating Committee periodically reviews with our Board whether it believes our Board would benefit from adding a new member(s), and if so, the appropriate skills and characteristics required for the new member(s). If our Board determines that a new member would be beneficial, our Nominating Committee solicits and receives recommendations for candidates and manages the process for evaluating candidates. All potential candidates, regardless of their source (including candidates recommended by security holders), are reviewed under the same process. Our Nominating Committee (or its chair) screens the available information about the potential candidates. Based on the results of the initial screening, interviews with viable candidates are scheduled with Nominating Committee members, other members of our Board and senior members of management. Upon completion of these interviews and other due diligence, our Nominating Committee may recommend to our Board the election or nomination of a candidate.

Candidates for independent Board members have typically been found through recommendations from directors or others associated with us. Our stockholders may also recommend candidates by sending the candidate’s name and resume to our Nominating Committee under the provisions set forth above for communication with our Board. No such suggestions from our stockholders were received in time for our Annual Meeting.

Our Nominating Committee has no predefined minimum criteria for selecting Board nominees, although it believes that (i) all directors should share qualities such as: an ability to make meaningful contributions to our board; independence; strong communication and analytical skills; and a reputation for honesty and ethical conduct; and (ii) independent directors should share qualities such as: experience at the corporate, rather than divisional level, in multi-national organizations as large as or larger than us; and relevant,non-competitive experience. Our Nominating Committee does not have a formal policy with respect to diversity. However, our Nominating Committee and our Board believe that it is important that we have Board members whose diversity of skills, experience and background are complementary to those of our other Board members. In considering candidates for our Board, our Nominating Committee considers the entirety of each candidate’s credentials. In any given search, our Nominating Committee may also define particular characteristics for candidates to balance the overall skills and characteristics of our Board and our perceived needs. However, during any search, our Nominating Committee reserves the right to modify its stated search criteria for exceptional candidates.

7

​

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and significant stockholders (defined by statute as stockholders beneficially owning more than 10% of our common stock) to file with the SEC initial reports of beneficial ownership, and reports of changes in beneficial ownership, of our common stock. Directors, executive officers and significant stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of Forms 3, 4 and 5 (and amendments thereto) filed with the SEC and submitted to us, and on written representations by certain directors and executive officers received by us, we believe that all of our executive officers, directors and significant stockholders complied with all applicable filing requirements under Section 16(a) during 2018.

8

NON-EMPLOYEE DIRECTOR COMPENSATION

Summary of Compensation

Our directors who are also employees do not receive additional compensation for their service on our Board. Our Board maintains a written compensation policy for ournon-employee directors. Each director other than our Chairman of the Board receives an annual cash retainer of $20,000, and our Chairman of the Board receives an annual cash retainer of $40,000. The annual cash retainer is paidbi-annually and requires that the director attend at least 75% of our Board meetings. Each director receives a $5,000 annual retainer for service as a member of our three standing committees. In 2018, each director (including our Chairman of the Board) received an equity grant of 2,500 shares of our common stock. The grants vest in two equal installments, on each anniversary of the grant date. Our Board provides an additional $15,000 annual retainer (which is paidbi-annually) as compensation for service as chairman of our Audit Committee and an additional $10,000 annual retainer for service as chairman of each of our Compensation Committee and Nominating Committee.

Non-employee directors do not receive compensation from us other than as a director or as committee member. There are no family relationships among our directors and executive officers.

Non-employee Director Compensation Table

The following table summarizes the compensation paid to ournon-employee directors for 2018:

Name  

Fees earned or

paid in cash

($)

   

Stock

Awards

($) (1)

   

Option

Awards

($) (1)

   

Total

($)

 

Martin A. Kaplan

   60,000    —      3,625    63,625 

Lynn J. Davis

   40,000    —      3,625    43,625 

David W. Vellequette

   45,000    —      3,625    48,625 

Julia S. Johnson (2)

   7,288    —      3,625    10,913 

(1)

The amounts in this column represent the aggregate grant date fair value of the options to purchase common stock calculated in accordance with Accounting Standards Codification (“ASC”) 718, under the assumptions included in Note 5 to our audited financial statements for the year ended December 31, 2018 included in this Annual Report on Form10-K. As of December 31, 2018: (i) Mr. Kaplan had 3,067 options to purchase common stock and 1,200 unvested shares of restricted common stock; (ii) Mr. Davis had 2,934 options to purchase common stock and 800 unvested shares of restricted common stock; (iii) Mr. Vellequette had 2,500 options to purchase common stock and no unvested shares of restricted common stock; and (vi) Ms. Johnson had 2,500 options to purchase common stock and no unvested shares of restricted common stock.

2)

Ms. Johnson joined our Board on October 17, 2018 and received a prorata cash payment.

9

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding those individuals currently serving as our directors (or nominated to serve as a director) and executive officers as of April 17, 2019:

Name

Age

Position

Martin A. Kaplan (1)(2)(3)

81

Chairman of the Board

Lynn J. Davis (1)(2)(3)(4)

72

Director

David W. Vellequette (1)(2)(3)

62

Director

Julia S. Johnson (1)(2)(3)(5)

52

Director

Jeffrey A. Quiram (4)

58

President, Chief Executive Officer and Director

William J. Buchanan

70

Chief Financial Officer (Principal Financial and Accounting Officer)

Kenneth E. Pfeiffer

52

Vice President, Engineering

Robert L. Johnson

68

Senior Vice President, Operations

Adam L. Shelton

52

Vice President, Product Management and Marketing

(1)

Member of our Audit Committee.

(2)

Member of our Compensation Committee.

(3)

Member of our Governance and Nominating Committee.

(4)

Member of our Stock Option Committee.

(5)

Ms. Johnson joined our Board October 17, 2018.

Each of our directors, including our current nominee, was nominated based on the assessment of our Nominating Committee and our Board that he has demonstrated: an ability to make meaningful contributions to our Board; independence; strong communication and analytical skills; and a reputation for honesty and ethical conduct. Our Board consists of, and seeks to continue to include, persons whose diversity of skills, experience and background are complementary to those of our other directors.

Martin A. Kaplanhas served on our board since 2002 and was named Chairman of the Board in October 2010. From 2000 through 2012, Mr. Kaplan was Chairman of the Board of JDS Uniphase, Inc. (“JDSU”), a telecommunications equipment company, where he remained a director until August 2015. In August 2015, JDSU spun off its communications and commercial optical products business into the publicly-traded company Lumentum Holdings Inc., at which time Mr. Kaplan resigned from the JDSU Board and became Chairman of the Board of Lumentum Holdings Inc. In a career spanning 40 years, Mr. Kaplan last served as Executive Vice-President of the Pacific Telesis Group, which became a subsidiary of SBC Communications in 1997. Mr. Kaplan has served as a director of a number of other public and private companies and has served for 11 years as a director of Sentinels of Freedom, anon-profit foundation which assists severely wounded veterans transition to civilian life. Mr. Kaplan earned a B.S. in engineering from California Institute of Technology. Our Board has determined that Mr. Kaplan is qualified to serve as a director because he has extensive business leadership and board experience.

Lynn J. Davishas served on our Board since 2005. He served as President, Chief Operating Officer and director of August Technology, a manufacturer of inspection equipment for the semiconductor fabrication industry from 2005 to 2006. From 2002 to 2004, he was a partner at Tate Capital Partners Fund, LLC, a private investment firm heco-founded. Prior to Tate, Mr. Davis was an employee of ADC Telecommunications for 28 years, serving in 14 management positions, including Corporate President, Group President and Chief Operating Officer. In December 2016, he retired as Chairman of the Board of Directors of Flexsteel Industries Inc., a furniture manufacturer. Mr. Davis holds a B.S. in electrical engineering from Iowa State University and an M.B.A. from the University of Minnesota. Our Board has determined that Mr. Davis is qualified to serve as a director because he has extensive knowledge in various management roles in the telecommunications industry, including manufacturing, sales and marketing. In addition, as a venture capitalist, Mr. Davis has worked with smaller companies and brings a valuable entrepreneurial approach to management and compensation issues.

10

David W. Vellequette rejoined our Board in December 2017. Mr. Vellequette previously served on our Board from January 2007 until March 2014. Mr. Vellequette most recently served as senior vice president of finance of Avaya, a global provider of business collaboration and communications solutions, which emerged in December 2017 from a nearly year-long financial restructuring under Chapter 11. Previously, Mr. Vellequette served as Avaya’s senior vice president and chief financial officer from October 1, 2012 through October 23, 2017. From 2005 to 2012, he was chief financial officer of JDS Uniphase, Inc., a telecommunications equipment company. He joined JDS Uniphase as vice president and operations controller in 2004. From 2002 to 2004, Mr. Vellequette served as vice president of Worldwide Sales and Service Operations at Openwave Systems, Inc., an independent provider of software solutions for the mobile communications and media industries. Mr. Vellequette began his finance career as an auditor with Ernst & Young. He holds a B.S. in Accounting from the University of California, Berkeley, and is a CPA. Our Board has determined that Mr. Vellequette is qualified to serve as a director because he has extensive knowledge about public and financial accounting matters.

Julia S. Johnsonhas served on our Board since October 2018. She is also a board member of Lumentum Inc. (NASDAQ: LITE). Ms. Johnson has been a global technology business leader for 29 years, creating growth and value in product lines and new market segments for the consumer electronics, enterprise, and Fintech/payment markets. Ms. Johnson was the Senior Vice President Product Management and Marketing at Verifone, a global provider of technology that enables electronic payment transactions. Prior to Verifone, Ms. Johnson was Corporate Vice President Product Management at Lenovo, Corporate Vice President Product Management at Google, and Vice President of Product Management at Motorola. She holds a M.S. in Business Administration and a M.S. in Materials Science & Engineering from the Massachusetts Institute of Technology. She also has a B.S. in Math and Physics from Albion College.

Jeffrey A. Quiramhas served on our Board, and has been our President and Chief Executive Officer, since 2005. From 1991 to 2004, Mr. Quiram served ADC Telecommunications in a variety of management roles, including Vice President of its wireless business unit. Mr. Quiram has a B.S. in Quantitative Methods and Computer Science from College of St. Thomas, and an M.B.A. from University of Minnesota. Our Board has determined that Mr. Quiram is qualified to serve as a director because he has extensive knowledge about product development, business planning, and complex manufacturing. In addition, he has extensive knowledge about our corporate operations and market activities from serving as our Chief Executive Officer.

William J. Buchanan has been our Chief Financial Officer since May 2010. Mr. Buchanan joined us in 1998 and served as our Controller from 2000 to May 2010. For 16 years prior to joining us, he was a self-employed private investor and investment advisor. For the nine years prior to that, he served in various executive and accounting positions with Applied Magnetics Corp and Raytheon Co. Mr. Buchanan holds a B.A. in Economics from California State University, Fresno.

Kenneth E. Pfeiffer has been our Vice President, Engineering since 2012. From 2009 to 2011, Mr. Pfeiffer was Vice President, Engineering at Veeco Instruments Inc. From 2006 to 2009, Mr. Pfeiffer was the Director of Equipment Engineering for HelioVolt Corporation. Prior to that, Mr. Pfeiffer held various engineering and management positions at Active Power, Inc. and Applied Materials, Inc. Mr. Pfeiffer obtained a B.S. Mechanical Engineering degree from Texas A&M University in 1990 and a M.S. Mechanical Engineering from the University of Texas in 1994. He also holds a Master’s in Business Administration degree from the University of Texas at Austin.

Robert L. Johnsonhas been our Senior Vice President, Operations since 2004. Mr. Johnson joined us in 2000 as Vice President of Wireless Manufacturing. From 1996 to 2000, Mr. Johnson was the Director and General Manager of Schlumberger ATE. From 1990 to 1996, he served as Vice President and General Manager of Harman International Industries. Mr. Johnson studied industrial engineering at Arizona State University.

11

Adam L. Shelton has been our Vice President, Product Management and Marketing since 2006. From 2005 to 2006, Mr. Shelton was the Senior Director of Marketing for Motorola. From 2003 to 2005, he was the Senior Director of Marketing for Advanced Fibre Communications (AFC), now Tellabs. Mr. Shelton also held various management and executive management positions with Mahi Networks, ATU Communications and Bell Canada. Mr. Shelton graduated with dean’s honors as a Civil Engineering Technologist from Seneca College in Toronto, Canada.

12

VOTING SECURITIES OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of April 17,September 25, 2019 by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers, named in the table under “Executive Compensation — Summary Compensation Table,” and (iv) all of our directors and executive officers as a group. Except as otherwise indicated in the footnotes to the table, (i) the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable, and (ii) the address of each person is c/o Superconductor Technologies Inc., 9101 Wall Street, Suite 1300, Austin, Texas 78754.

Name

  Number of Shares (1)  Percentage
Ownership		 

Intracoastal Capital, LLC

   399,197 (2)   9.99 

245 Palm Trail

   

Delray, Beach, FL 33483

   

Sabby Management, LLC

   256,470 (3)   6.42 

10 Mountainview Rd Suite 2015

   

Upper Saddle River, NJ 07458

   

Jeffrey A. Quiram

   5,017   * 

William J. Buchanan

   2,416   * 

Robert L. Johnson

   2,804   * 

Adam L. Shelton

   2,809   * 

Kenneth E. Pfeiffer

   2,614   * 

Lynn J. Davis

   1,861   * 

Martin A. Kaplan

   2,716   * 

David W. Vellequette

   —     * 

Julia S. Johnson

   —     * 
  

 

 

  

 

 

 

All executive officers and directors as a group (9 persons)

   20,237   * 

*

Less than 1%.

(1)

Includes shares issuable upon the exercise of stock options that are exercisable within 60 days of April 17, 2019 as follows: Mr. Quiram, 3,297 shares; Mr. Buchanan 1,618 shares; Mr. Johnson 1,825 shares; Mr. Shelton, 1,825 shares; Mr. Pfeiffer, 1,776 shares; Mr. Davis, 433 shares; Mr. Kaplan, 567 shares; Mr. Vellequette and Ms. Johnson, 0
Name​​
Number of
Shares(1)
​​Percentage
Ownership		​
Intracoastal Capital, LLC
245 Palm Trail
Delray, Beach, FL 33483		​​​​562,982(2)​​​​​9.61​​
Sabby Management, LLC
10 Mountainview Rd Suite 2015
Upper Saddle River, NJ 07458		​​​​275,531(3)​​​​​4.99​​
Jeffrey A. Quiram​​​​20,017​​​​​*​​
William J. Buchanan​​​​10,916​​​​​*​​
Robert L. Johnson​​​​11,304​​​​​*​​
Adam L. Shelton​​​​11,309​​​​​*​​
Kenneth E. Pfeiffer​​​​11,114​​​​​*​​
Lynn J. Davis​​​​3,111​​​​​*​​
David W. Vellequette​​​​1,250​​​​​*​​
Julia S. Johnson​​​​1,250​​​​​*​​
All executive officers and directors as a group (8 persons)​​​​70,271​​​​​1.3​​

​
*
Less than 1%.
​
(1)
Includes shares issuable upon the exercise of stock options that are exercisable within 60 days of September 25, 2019 as follows: Mr. Quiram, 18,297 shares; Mr. Buchanan 10,118 shares; Mr. Johnson 10,325 shares; Mr. Shelton, 10,325 shares; Mr. Pfeiffer, 10,276 shares; Mr. Davis, 2,933 shares; Mr. Vellequette and Ms. Johnson, 1,250 shares each; and all executive officers and directors as a group, 11,343 shares.

(2)

Based solely on information reported in a Schedule 13G/A filed with the SEC on January 4, 2019. Intracoastal Capital LLC and Mitchell P. Kopin are the beneficial owners of and have shared voting authority with respect to these shares. Includes, as of the date of such Schedule 13G/A, 205,839 shares of our common stock and an additional 193,358 shares of common stock which such holder may be deemed to beneficially own under unexercised warrants. Excludes additional shares of common stock under unexercised warrants in excess of a beneficial ownership limitation on exercise. Such warrants include a beneficial ownership limitation of 4.99% to 9.99% (which limitation can be increased, but not to exceed 9.99%, upon 60 days prior notice) which limits exercises under such warrant to the extent the holder, together with their affiliates, would be deemed to have beneficial ownership of shares in excess of such limit.

(3)

Based on information known to the Company. Sabby Management, LLC is the investment manager of Sabby Volatility Warrant Master Fund, Ltd. and shares voting and investment power with respect to these shares in this capacity. As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein. Consists of 256,470 shares of our common stock. Excludes additional shares of common stock under unexercised warrants in excess of a beneficial ownership limitation on exercise. Such warrants include a beneficial ownership limitation of 4.99% (which limitation can be increased, not to exceed 9.99%, upon 60 days prior notice) limiting exercises under such warrant to the extent the holder, together with their affiliates, would be deemed to have beneficial ownership of shares in excess of such limit.

13

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth for 2018, 2017 and 2016 the base salary and other compensation of our (i) President and Chief Executive Officer and (ii) our other two most highly compensated officers for 2018 (our “named executive officers”):

Name and Principal Position

  Year   Salary
($)		   Stock
Awards
($)(1)		   Option
Awards
($)(1)		   Non-equity
Incentive Plan
Compensation
($)		   All Other
Compensation
($)(2)		   Total
($)		 

Jeffrey A. Quiram

   2018    324,450    —      43,431    —      45,461    413,342 

President, Chief

   2017    324,450    —      —      —      39,003    363,453 

Executive Officer, Director

   2016    324,450    —      —      —      30,092    354,542 

Robert L. Johnson

   2018    242,462    —      24,611    —      57,046    324,119 

Senior Vice President,

   2017    242,462    —      —      —      49,755    292,217 

Operations

   2016    242,462    —      —      —      18,508    260,970 

Adam L. Shelton

   2018    247,200    —      24,611    —      6,375    278,186 

Vice President Product

   2017    247,200    —      —      —      6,315    253,515 

Management and Marketing

   2016    247,200    —      —      —      6,977    254,177 

(1)

The Option Awards and Stock Awards amounts represent the aggregate grant date fair value of the options to purchase common stock or shares of restricted common stock (as applicable) calculated in accordance with ASC 718, under the assumptions included in Note 5 to our audited financial statements for the year ended December 31, 2018 included in our Annual Report on Form10-K.

(2)

The All Other Compensation amounts shown reflect the value attributable to term life insurance premiums, certain tax payments and company 401(k) matching for each named executive officer, if applicable, as well as other perquisites described below. Each named executive officer is responsible for paying income tax on such amounts. Pursuant to the terms of his employment agreement, Mr. Quiram received $39,721 $33,313 and $24,704 in 2018, 2017 and 2016, respectively, for travel expenses from his home in Minnesota, temporary housing near our Santa Barbara and Austin facilities, the use of an automobile, and special indemnity payments to cover the taxes resulting from the payment or reimbursement of such travel and housing expenses.

Narrative Disclosure To Summary Compensation Table

Employment Agreement

We entered into an employment agreement with Mr. Quiram in 2005, which was amended in 2007. The employment agreement provides for the following:

Appointment as our President, Chief Executive Officer and a member of our Board;

A base salary, which was $315,000 per year for 2008-2009 and increased to $324,450 during 2010;

A bonus of up to 100% of his base salary based upon achievement of annual performance goals to be developed by our Compensation Committee and Mr. Quiram;

Accelerated vesting of all his equity grants in the event of an “Involuntary Termination” or “Change of Control” (both as defined in his employment agreement);

A severance payment equal to one year’s salary and continued benefits for one year in the event of “Involuntary Termination”;

14

In the event of a “Change of Control,” whether or not he is terminated, Mr. Quiram is entitled to (i) payment of two times his annual base salary, (ii) 24 months of benefits coverage, and (iii) accelerated vesting of all of his outstanding equity grants;

Payment or reimbursement of travel expenses from his present home in Minnesota and the lease of an apartment for Mr. Quiram near our Santa Barbara headquarters; and a special indemnity payment for any taxes resulting from the payment or reimbursement of such expenses; and

Lease of an automobile.

Change of Control Agreements

We also have “change of control” agreements with Mr. Shelton. The change of control agreement generally provides that, if the employee’s employment is terminated within twenty-four months of a “Change of Control” (as defined in the change of control agreements) either (i) by us for any reason other than death, “Cause” or “Disability” (as both terms are defined in the change of control agreements) or (ii) by the employee for “Good Reason” (as defined in the change of control agreements), then the terminated employee will be entitled to severance benefits salary continuation payments and continuation of health/life insurance benefits for 18 months and accelerated vesting for all outstanding unvested stock options and other equity securities held by the employee. Any payments or distributions made to or for the benefit of the named employees under these change of control agreements will be reduced, if necessary, to an amount that would result in no excise taxes being imposed under Internal Revenue Code Section 4999.

Non-Equity Incentive Compensation

We maintain a bonus plan for executive officers and selected other membersdirectors as a group, 63,523 shares.

​
(2)
Based solely on information reported in a Schedule 13G/A filed with the SEC on February 8, 2019 and reflecting the Company’s issuance of senior management. Underadditional shares in a public offering in May 2019 which increased the plan, our Compensation Committee establishes financial and other pertinent objectives for the period and assigns each executive officer an annual target bonus amount based on a percentage of his or her base salary, which ranges from 20% to 100%. Our Compensation Committee also retains the authority to award discretionary bonuses for performance in other aspectstotal number of the business not covered byCompany’s shares outstanding and therefore increased the established goals. In December 2017, our Compensation Committee decided, based on then-current economic conditions,numerical beneficial ownership limitation applicable to not establish financial performance targets under this plan for 2018holder as detailed below. Intracoastal Capital LLC and to not award cash bonuses based on financial objectives in 2018. Our Compensation Committee did reserve its right to award discretionary bonuses if appropriate; however no bonuses were awarded for 2018.

Equity Grants

For 2018, we madeMitchell P. Kopin are the following grantsbeneficial owners of restricted stock awards and options to our named executive officers:

Name

  Grant Date   Stock Awards:
Number of Shares
(#)		   Option Awards:
Number of Shares
underlying options
(#)(1)		   Exercise price of
option awards
($/Share)		   Grant date
Fair Value
of Stock &
Option Awards
($)(1)		 

Jeffrey A Quiram

   10/16/2018    —    30,000   1.92    43,431 

Robert L Johnson

   10/16/2018    —    17,000   1.92    24,611 

Adam L Shelton

   10/16/2018    —    17,000   1.92    24,611 

(1)

The value of a stock award or stock option award is based on the fair market value as of the grant date of such award determined pursuant to ASC 718. Stock awards consist of restricted stock awards. The exercise price for all options granted to the named executive officers is 100% of the fair market value of the shares on the grant date.

15

Outstanding Equity Awards at FiscalYear-End

The following table sets forth certain informationhave shared voting authority with respect to outstanding options and unvestedthese shares. Includes, as of the date of such Schedule 13G/A, 205,839 shares of restrictedour common stock and an additional 357,143 shares of common stock which such holder may be deemed to beneficially own under unexercised warrants. Excludes additional shares of common stock under unexercised warrants in excess of a beneficial ownership limitation on December 31, 2018:

   Option Awards   Stock Awards 

Name

  Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable
(1)		   Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable		   Option
Exercise Price
($)		   Option
Expiration
Date		   Number of
Shares or
Units of
Stock That
Have Not
Vested		   Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested ($)		 

Jeffrey A Quiram

   18    —      4,716.00    5/6/2020    —      —   
   59    —      2,844.00    1/25/2021    —      —   
   25    —      2628.00    2/9/2022    —      —   
   62    —      378.00    3/7/2023    —      —   
   1,800    —      318.00    12/5/2023    —      —   
   1,333    —      33.00    11/9/2025    —      —   
   —      30,000    1.92    10/16/2028    —      —   

Robert L Johnson

   10    —      4,716.00    5/6/2020    —      —   
   33    —      2,844.00    1/25/2021    —      —   
   14    —      2628.00    2/9/2022    —      —   
   35    —      378.00    3/7/2023    —      —   
   1,000    —      318.00    12/5/2023    —      —   
   733    —      33.00    11/9/2025    —      —   
   —      17,000    1.92    10/16/2028    —      —   

Adam L Shelton

   10    —      4,716.00    5/6/2020    —      —   
   33    —      2,844.00    1/25/2021    —      —   
   14    —      2628.00    2/9/2022    —      —   
   35    —      378.00    3/7/2023    —      —   
   1,000    —      318.00    12/5/2023    —      —   
   733    —      33.00    11/9/2025    —      —   
   —      17,000    1.92    10/16/2028    —      —   

(1)

These options are fully vested.

16

exercise. Such warrants include a beneficial ownership limitation of 4.99% to 9.99% (which limitation can be increased, but not to exceed 9.99%, upon 60 days prior notice) which limits exercises under such warrant to the extent the holder, together with their affiliates, would be deemed to have beneficial ownership of shares in excess of such limit.

PROPOSAL TWO

ADVISORY VOTE ON EXECUTIVE COMPENSATION

​

(3)
Based on information known to the Company and reflecting the Company’s issuance of additional shares in a public offering May 2019 which increased the total number of the Company’s shares outstanding and therefore increased the numerical beneficial ownership limitation applicable to this holder as detailed below. Sabby Management, LLC is the investment manager of Sabby Volatility Warrant Master Fund, Ltd. and shares voting and investment power with respect to these shares in this capacity. As required pursuantmanager of Sabby Management, LLC, Hal Mintz also shares voting and investment power
​
​
11
​
on behalf of Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to Section 14Athe extent of their pecuniary interest therein. Consists of 256,470 shares of our common stock. Excludes additional shares of common stock under unexercised warrants in excess of a beneficial ownership limitation on exercise. Such warrants include a beneficial ownership limitation of 4.99% (which limitation can be increased, not to exceed 9.99%, upon 60 days prior notice) limiting exercises under such warrant to the extent the holder, together with their affiliates, would be deemed to have beneficial ownership of shares in excess of such limit.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR
2020 ANNUAL MEETING OF STOCKHOLDERS
Pursuant to Rule 14a-8 of the Securities and Exchange Act of 1934, weCommission (“SEC”), proposals by eligible stockholders that are givingintended to be presented at our stockholders the opportunity to vote, on an advisory(non-binding) basis, to approve our executive compensation. This proposal, commonly known as a“say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. We currently include this advisory vote on our executive compensation every three years.

Our executive compensation is described under the heading “Executive Compensation”. Our Compensation Committee reviews and approves salaries, bonuses, and other benefits payable to the executive officers. We maintain a bonus plan for executive officers and selected other members of senior management. In 2018, our Compensation Committee decided, based on economic conditions, and taking into consideration the company’s performance, to not award cash bonuses to executive officers based on financial objectives in 2018.

We will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders of Superconductor Technologies Inc. hereby approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Superconductor Technologies Inc.’s Proxy Statement for the 20192020 Annual Meeting of Stockholders pursuantmust be received by our Corporate Secretary at Superconductor Technologies Inc., 9101 Wall Street, Suite 1300, Austin, Texas 78754 not later than January 3, 2020 in order to Item 402be considered for inclusion in our proxy materials.

Stockholders intending to present a proposal at our 2020 Annual Meeting of RegulationS-K.”

This vote is advisory,Stockholders must comply with the requirements and thereforeprovide the information set forth in our Bylaws. Under our Bylaws, a stockholder’s proposal must be timely received, which means that a proposal must be delivered to or mailed to our Secretary not binding on us, our Boardless than 90 days prior to the meeting; provided that if less than 100 days’ notice or our Compensation Committee. However, our Board and Compensation Committee value the opinions that our stockholders express in their votes and will consider the outcome of this vote when considering future executive compensation arrangements as they deem appropriate. Abstentions and brokernon-votes will result in the above resolution receiving fewer votes.

Unless otherwise instructed, the proxies will vote “For” the above resolution.

Board Recommendation

Our Board recommends that you vote “For” the Approval, on an Advisory Basis of our Executive Compensation.

17

PROPOSAL THREE

ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required pursuant to Section 14Aprior public disclosure of the Securities Exchange Act of 1934 we are also giving our stockholders the opportunity to indicate on an advisory(non-binding) basis, how frequently we should seek an advisory vote on our executive compensation commonly known as a“say-on-pay”. By voting on this proposal, stockholders may indicate whether they would prefer the advisory vote on executive compensation to occur once every one, two, or three years.

You may cast your vote on your preferred voting frequency of thenon-binding advisory votedate of the stockholders of Superconductor Technologies Inc. to approve the company’s executive compensation at the Company’s annual meeting of stockholders every year, every two years,is given or every three years or you may choose to abstain from a vote.

This vote is advisory, and therefore not binding on us or our Board. Our Board values the opinions that our stockholders express in their votes and will consider the outcome of this vote when considering how frequently we should conduct an advisory vote on our executive compensation as it deems appropriate. The Board expects to make its final determination and disclose its decisionmade to stockholders, within 150 daysthen notice by a stockholder, to be timely received, must be received by our Secretary not later than the close of business on the 10th day following the day on which such notice of the Annual Meeting.

For this Proposal Three, the frequency (every year, every two years or every three years) of future advisory votes on executive compensation that receives the highest number of votes cast will be considered the frequency that is recommended by our stockholders. Abstentions and brokernon-votes will result in the alternatives receiving fewer votes.

Unless the Board decides to hold an earliersay-on-pay frequency vote, we will not be required to hold another such vote on the frequency ofsay-on-pay vote until 2025.

Unless otherwise instructed, the proxies will vote for the every “THREE YEARS” alternative.

18

PROPOSAL FOUR

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected Marcum LLP, an independent registered public accounting firm, to audit our financial statements for 2019. Our Audit Committee is submitting its selection to our stockholders for ratification. Marcum LLP has served as our auditor since October 2010 and has no financial interest of any kind in us except the professional relationship between auditor and client. A representative of Marcum LLP is expected to attend our Annual Meeting, and will be afforded an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions by stockholders.

Required Vote

This proposal requires the affirmative vote of a majoritydate of the votes cast on the proposal. Stockholders may vote “for”meeting was mailed or “against” the proposal, or they may abstain from voting on the proposal. Abstentions will count as a vote against and brokernon-votes will not have any effect on the outcome of this proposal. In the event the stockholders do not approve this proposal, our Audit Committee will reconsider the appointment of Marcum LLP as our independent registeredsuch public accounting firm.

Board Recommendation

Our Board Recommends a Vote “For” the Ratification of the Appointment of our Independent Registered Public Accounting Firm.

19

disclosure was made.

AUDIT COMMITTEE REPORT

FORM 10-K

The information contained in this Audit Committee Report shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934 (except to the extent that we specificallyrequest that this information be treated as soliciting material or specifically incorporate this information by reference).

Our Audit Committee reviews our financial reporting process on behalf of our Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. Our Audit Committee has reviewed and discussed the audited financial statements with management. In addition, our Audit Committee has discussed with our independent registered public accounting firm the matters required to be discussed by Statements on Public Company Accounting Oversight Board Auditing Standard No. 16 “Communications with Audit Committees”.

Our Audit Committee has also received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding their communications with the audit committee concerning independence, and has discussed with them their independence, including whether their provision of othernon-audit services to us is compatible with maintaining their independence.

Our Audit Committee discussed with our independent registered public accounting firm the overall scope and plans for the audit. Our Audit Committee meets with them, with and without management present to discuss the results of their examinations, the evaluation of our internal controls and the overall quality of our reporting.

Based upon the review and discussions referred to in the foregoing paragraphs, our Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report onForm 10-K for 2018 for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE
David W. Vellequette(Chairman)
Martin A. Kaplan
Lynn J. Davis
Julia S. Johnson

20

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee regularly reviews and determines whether specificnon-audit projects or expenditures with our independent registered public accounting firm, Marcum LLP, potentially affectsfiled its independence. Our Audit Committee’s policy is topre-approve all audit and permissiblenon-audit services provided by Marcum LLP.Pre-approval is generally provided by our Audit Committee for up to one year, as detailed as to the particular service or category of services to be rendered, and is generally subject to a specific budget. Our Audit Committee may alsopre-approve additional services of specific engagements on acase-by-case basis.

The following table sets forth the aggregate fees billed to us by Marcum LLP for 2018 and 2017, all of which werepre-approved by our Audit Committee:

   Year Ended December 31, 
   2018   2017 

Audit fees (1)

  $199,000   $190,000 

All other fees (2)

   62,000    —   
  

 

 

   

 

 

 

Total

  $261,000   $190,000 
  

 

 

   

 

 

 

(1)

Includes fees for professional services rendered for the audit of our annual consolidated financial statements and review of our annual report onForm 10-K and for reviews of the condensed consolidated financial statements included in our quarterly reports onForm 10-Q for the first three quarters of 2018 and 2017.

(2)

These fees related to services rendered for our registration statements.

TRANSACTIONS WITH RELATED PERSONS

None.

ANNUAL REPORT TO STOCKHOLDERS

Our Annual Report on Form10-K for the fiscal year ended December 31, 2018 is being mailed towith the SEC on March 29, 2019. Shareholders may obtain a copy of our stockholders alonglatest Form 10-K, including financial statements and schedules thereto, and other filings we make with this Proxy Statement.

the SEC, without charge, on our Internet website at the “SEC Filings” section under the “Investors” tab on our corporate website at http://www.suptech.com, or by writing or telephoning us at:

Superconductor Technologies Inc.
9101 Wall Street, Suite 1300
Austin, TX 78754
Attention: Corporate Secretary
(512) 334-8900
OTHER MATTERS

We know of no other matters to be submitted at our AnnualSpecial Meeting. If any other matters properly come before the meeting, it is the intention
By Order of the persons namedBoard of Directors,
/s/ JEFFREY A. QUIRAM
​
Jeffrey A. Quiram
President and Chief Executive Officer
Austin, Texas
October 15, 2019
12
​
ANNEX A​
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
SUPERCONDUCTOR TECHNOLOGIES INC.
Superconductor Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:
1.
That Article IV. of the Restated Certificate of Incorporation of the Company is hereby amended to add Section 4 as follows:
​
“Section 4. Effective as of  [•], 20[•], each [•] shares of the issued and outstanding shares of Common Stock of this corporation shall thereby and thereupon automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock of this corporation (the “Reverse Stock Split”), with a reduction in the enclosed proxy cardnumber of authorized shares of our common stock by a corresponding ratio. No scrip or fractional shares will be issued by reason of the Reverse Stock Split. In lieu thereof, cash shall be distributed to each stockholder of the Company who would otherwise have been entitled to receipt of a fractional share and the amount of cash to be distributed shall be based upon the average closing price of a share of Common Stock on The NASDAQ Capital Market for the five trading days immediately preceding the effective date of the Amendment.”
2.
That the foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law, by approval of the Board of Directors of the Company and by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon at a meeting held on November [•], 2019.
​
3.
The effective time of the shares they represent as our Board may recommend.

amendment herein certified shall be [•] on [•], 20[•].
By Order of the Board of Directors,
LOGO
JEFFREY A. QUIRAM
President and Chief Executive Officer
​

Austin, Texas

April 26, 2019

21

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of Restated Certificate of Incorporation to be duly executed by its authorized officer this day of  [•], 201[•].

Superconductor Technologies Inc.
By:   
​
​
[name, title]
A-1

​
DETACH HERE

PROXY


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF


SUPERCONDUCTOR TECHNOLOGIES INC.

ANNUAL
SPECIAL MEETING OF STOCKHOLDERS

June 6, NOVEMBER 14, 2019

The undersigned stockholder of SUPERCONDUCTOR TECHNOLOGIES INC., a Delaware corporation, hereby acknowledges receipt of the Notice of AnnualSpecial Meeting of Stockholders and Proxy Statement, each dated April 26,October 15, 2019, and hereby appoints each of Jeffrey A. Quiram and William J. Buchanan, or eitherany of them, as proxy and attorney-in-fact with full power of substitution, and revocation, on behalf and in the name of the undersigned, to represent the undersigned at the AnnualSpecial Meeting of Stockholders of Superconductor Technologies Inc. to be held on Thursday, June 6,November 14, 2019 at 9:00 a.m., local time, at the offices of Superconductor Technologies Inc., located at 9101 Wall Street, Suite 1300, Austin, Texas 78754 and at any adjournment or adjournments thereof, and to vote all shares of capital stock that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side.

[SEE REVERSE SIDE] CONTINUED AND TO BE SIGNED ON REVERSE SIDE [SEE REVERSE SIDE]

​
[BACK OF PROXY]

​
DETACH HERE


THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

☒
Please mark votes as in this example
​
​
1.
PROPOSAL TO APPROVE AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF THE COMPANY TO EFFECT A REVERSE STOCK SPLIT AND THE AUTHORIZED SHARE REDUCTION OF OUR COMMON STOCK.
​
​​FOR
☐

Please mark votes as in this example

1. TO ELECT ONE CLASS 3 DIRECTOR

Nominee: (1) David W. Vellequette

​​AGAINST
☐		​​ABSTAIN
☐		​

☐​

2.
PROPOSAL TO APPROVE ANY ADJOURNMENTS OF OUR SPECIAL MEETING TO ANOTHER TIME OR PLACE, IF NECESSARY, FOR NOMINEE

THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IN FAVOR OF THE FOREGOING PROPOSAL 1.
​
​

☐ WITHHOLD NOMINEE

​		FOR
☐

​​AGAINST
☐		​​ABSTAIN
☐		​
2. APPROVAL OF ADVISORY VOTE ON EXECUTIVE COMPENSATION​

FOR

☐

AGAINST

☐

ABSTAIN

☐

3. APPROVAL OF THE ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

THREE

YEARS

☐

TWO YEARS

☐

ONE YEAR

☐

ABSTAIN

☐

4. RATIFICATION OF THE SELECTION OF MARCUM LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF SUPERCONDUCTOR TECHNOLOGIES INC. FOR 2019.

FOR

☐

AGAINST

☐

ABSTAIN

☐

As to any other matters that may properly come before the meeting or any adjournments thereof, the proxy holders are authorized to vote in accordance with their best judgment.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT.RIGHT​​☐​​​
​
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE MEETING.​​☐​​​

(This Proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both must sign.)

Signature:Date:
Signature:Date:

Signature:  
Date:   
Signature:  
Date:  
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS INDICATED, WILL BEVOTED FOR AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF THE COMPANY TO EFFECT THE REVERSE STOCK SPLIT AND THE AUTHORIZED SHARE REDUCTION OF OUR COMMON STOCK AND FOR ANY ADJOURNMENT OF OUR SPECIAL MEETING, IF NECESSARY, FOR THE ELECTIONPURPOSE OF SOLICITING ADDITIONAL PROXIES IN FAVOR OF THE CLASS 3 DIRECTOR NOMINEE, FOR THE RESOLUTION APPROVING OUR EXECUTIVE COMPENSATION, FOR HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY THREE YEARS AND FOR THE RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF SUPERCONDUCTOR TECHNOLOGIES INC. FOR 2019. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PROXY HOLDERS TO VOTE AS TO ANY OTHER MATTERS THAT MAY BE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING.

FOREGOING PROPOSAL.