Amendment: SemiLEDS Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Explanatory Note
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 11, 2024, SemiLEDs Corporation (the “Company”) amended its Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized share of common stock from 7,500,000 to 15,000,000, and to include an officer exculpation provision. The amendment was approved by the Company’s board of directors on July 3, 2024 and by the Company’s shareholders on August 29, 2024.
The description of the amendment set forth above is qualified by reference to the full text of the Company’s Certificate of Amendment to the Amended and Restated Certificate of Incorporation, a copy of which is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 29, 2024, the SemiLEDs Corporation (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, holders of the Company’s common stock voted on seven proposals: (1) election of five directors to hold office until the 2025 Annual Meeting of Stockholders; (2) ratification of the appointment of KCCW Accountancy Corp. as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024; (3) advisory vote on compensation of the Company’s named executive officers; (4) advisory vote on the frequency of holding future advisory votes on executive compensation; (5) approve the amendment of the restated certificate of incorporation to increase the number of authorized shares of common stock from 7,500,000 to 15,000,000; (6) approval of the issuance of shares of the Company's common stock to repay a Loan Agreement with Mr. Trung Doan; and (7) approve the amendment of the restated certificate of incorporation to include an officer exculpation provision.
The final votes cast on the seven proposals were as follows:
Proposal 1:
The following individuals were elected to serve as directors of the Company for a one-year term ending with the 2025 Annual Meeting of Stockholders by the votes set forth in the following table:
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Trung T. Doan |
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3,845,088 |
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22,921 |
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973,532 |
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Walter Michael Gough |
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3,845,251 |
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22,758 |
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973,532 |
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Dr. Edward Hsieh |
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3,844,183 |
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23,826 |
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973,532 |
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Scott R. Simplot |
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3,807,595 |
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60,414 |
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973,532 |
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Dr. Chris Chang Yu |
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3,844,336 |
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23,673 |
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973,532 |
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Proposal 2:
The appointment of KCCW Accountancy Corp. as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024 was ratified by the votes set forth in the following table:
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes (1) |
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4,687,767 |
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146,093 |
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7,681 |
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0 |
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2
Proposal 3:
The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the votes set forth in the following table:
Votes For |
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Votes Against |
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Abstain |
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3,818,701 |
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45,986 |
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3,322 |
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973,532 |
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Proposal 4:
The stockholders approved, on an advisory (non-binding) basis, the frequency of holding future advisory votes on executive compensation every three years, by the votes set forth in the following table:
Votes For One year |
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Votes For Two years |
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Votes For Three years |
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Abstain |
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Broker Non-Votes |
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73,800 |
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1,979 |
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3,779,661 |
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12,569 |
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973,532 |
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Accordingly, the Company will hold an advisory vote for every three years.
Proposal 5:
The stockholders approved the amendment of the restated certificate of incorporation to increase the number of authorized shares of common stock from 7,500,000 to 15,000,000, by the votes set forth in the following table:
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Votes Against |
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Abstain |
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Broker Non-Votes |
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4,517,094 |
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318,001 |
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6,446 |
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0 |
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Proposal 6:
The stockholders approved the issuance of shares of the Company's common stock to repay a Loan Agreement with Mr. Trung Doan, by the votes set forth in the following table:
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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3,822,773 |
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30,015 |
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15,221 |
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973,532 |
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Proposal 7:
The stockholders approved the amendment of the restated certificate of incorporation to include an officer exculpation provision, by the votes set forth in the following table:
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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3,791,174 |
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74,579 |
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2,256 |
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973,532 |
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3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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3.1 |
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4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 29, 2024 |
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SemiLEDs Corporation |
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By: |
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/s/ Christopher Lee |
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Name: |
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Christopher Lee |
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Title: |
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Chief Financial Officer |
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