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    NeoPhotonics Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/6/22 4:52:13 PM ET
    $NPTN
    Semiconductors
    Technology
    Get the next $NPTN alert in real time by email
    nptn-20220602
    false000122702500012270252022-06-022022-06-02

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
    FORM 8-K
    CURRENT REPORT
    Pursuant to Section 13 or 15(d)
    of the Securities Exchange Act of 1934
    Date of Report (Date of earliest event reported): June 2, 2022
    NEOPHOTONICS CORPORATION
    (Exact name of registrant as specified in its charter)
    Delaware 001-35061 94-3253730
    (State of incorporation) (Commission File No.) (IRS Employer Identification No.)
    NeoPhotonics Corporation
    3081 Zanker Road
    San Jose, California 95134
    (Address of principal executive offices and zip code)
    Registrant’s telephone number, including area code: (408) 232-9200
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each class:Trading symbol(s):Name of each exchange on which registered:
    Common Stock, $0.0025 par valueNPTNNew York Stock Exchange
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
    Emerging growth company☐
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





    ITEM 5.07 Submission of Matters to a Vote of Security Holders.

    The 2022 Annual Meeting was held on June 2, 2022. Proxies for the meeting were solicited by NeoPhotonics Corporation's (the "Company") Board of Directors (the "Board") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitations. At the Annual Meeting, 53,468,777 common shares were represented in person or by proxy. The final votes on the proposals presented at the meeting were as follows:

    Proposal 1:

    Kimberly Y. Chainey, Rajiv Ramaswami PhD, and Ihab Tarazi were elected as Class III directors to hold office until the 2025 Annual Meeting of the Company's stockholders by the following vote:

    NomineeForWithheldBroker Non-Votes
    Kimberly Y. Chainey34,722,302 1,275,039 7,546,757 
    Rajiv Ramaswami PhD35,835,698 161,643 7,546,757 
    Ihab Tarazi35,901,487 95,854 7,546,757 

    Proposal 2:

    The selection by the Audit Committee of the Board of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by the following vote:

    ForAgainstAbstainBroker Non-Votes
    43,386,445 135,399 22,254 0



    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 hereunto duly authorized.
    Date: June 6, 2022NEOPHOTONICS CORPORATION
       
     By:/S/  ELIZABETH EBY
      Elizabeth Eby
      
    Senior Vice President, Finance and
    Chief Financial Officer
      
    (Principal Financial and
    Accounting Officer)


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