Applied Optoelectronics Inc. 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
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Applied Optoelectronics, Inc. (the “Company”) held an Annual Meeting of Stockholders on June 12, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock, $0.001 par value per share, from 80,000,000 to 120,000,000, and the total number of authorized shares of the Company’s capital stock of all classes from 85,000,000 to 125,000,000 (the “Share Increase Amendment”). The Share Increase Amendment was effected pursuant to a Certificate of Amendment of the Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 12, 2025, which became effective upon filing. Following the filing of the Certificate of Amendment, on June 12, 2025, the Company filed a Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware to integrate the Share Increase Amendment and previous amendments to the Certificate of Incorporation into a single document, which became effective upon filing.
The foregoing descriptions are summaries only and are qualified in their entirety by reference to the full text of the Certificate of Amendment and Restated Certificate, copies of which are filed with this Current Report on Form 8-K as Exhibit 3.1 and 3.2, respectively, and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual Meeting, holders of an aggregate of 55,321,915 shares of the Company’s common stock at the close of business on April 17, 2025 were entitled to vote at the meeting, of which 34,886,144 or 63.06% of the eligible shares were represented in person or by proxy. The matters voted upon at the Annual Meeting and the final results of those votes were as follows:
Proposal No. 1: Election of three Class III Directors.
| For | Withheld | Broker Non-Votes | ||||
| Chih-Hsiang (Thompson) Lin | 24,352,407 | 1,090,369 | 9,443,368 | |||
| Richard B. Black | 22,314,029 | 3,128,747 | 9,443,368 | |||
| Min-Chu (Mike) Chen | 23,943,098 | 1,499,678 | 9,443,368 |
Proposal No. 2: To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
|
For |
Against |
Abstain | ||
| 34,723,849 | 128,716 | 33,579 |
Proposal No. 3: To approve on an advisory basis, the compensation of the Company’s named executive officers, or the “say-on-pay” vote.
|
For |
Against |
Abstain | Broker Non-Votes | |||
| 24,717,979 | 645,465 | 79,332 | 9,443,368 |
Proposal No. 4: To approve the amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of capital stock and common stock.
|
For |
Against |
Abstain | ||
| 32,969,059 | 1,874,879 | 42,206 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Applied Optoelectronics, Inc. |
| 3.2 | Restated Certificate of Incorporation of Applied Optoelectronics, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 12, 2025 | APPLIED OPTOELECTRONICS, INC. |
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| By: | /s/ DAVID C. KUO | ||
| Name: | DAVID C. KUO |
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| Title: | Senior Vice President and Chief Legal Officer | ||
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