NEOPHOTONICS CORPORATION (NYSE:NPTN) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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NEOPHOTONICS CORPORATION (NYSE:NPTN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 below. No other changes have been made to the Original Report.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June1, 2017. Proxies for the meeting were solicited by the Company’s Board of Directors to Section14(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, 35,405,453 common shares were represented in person or by proxy. The final votes on the proposals presented at the meeting were as follows:

Proposal 1:

Dmitry Akhanov and Timothy S. Jenks were elected as ClassI directors to hold office until the 2020 Annual Meeting of Stockholders by the following vote:

Nominee

For

Withheld

BrokerNon-Votes

Dmitry Akhanov

27,435,319

1,667,660

6,302,474

Timothy S. Jenks

28,568,069

534,910

6,302,474

Proposal 2:

The selection by the audit committee of the Company’s board of directors of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017 was ratified by the following vote:

For

Against

Abstain

35,239,616

86,219

79,618

Proposal 3:

An advisory vote on executive compensation, as proposed by management and described in the proxy materials, was approved by the following vote:

For

Against

Abstain

28,311,484

774,968

16,527

Proposal 4:

Proposal 4 was an advisory vote on the frequency of the advisory vote on executive compensation, as proposed by management and described in the proxy materials. A preferred frequency of every “3 Years” was approved by the following vote:

1Year

2Years

3Years

BrokerNon-Vote

9,944,043

31,627

17,551,911

6,302,474

On August1, 2017, in light of and consistent with the vote of its stockholders as described in item 4 above, the Company’s Board of Directors approved a three year frequency for future say-on-pay votes. The Board will reevaluate this determination in connection with the next stockholder advisory vote on the frequency of say-on-pay votes.


About NEOPHOTONICS CORPORATION (NYSE:NPTN)

NeoPhotonics Corporation develops, manufactures and markets optoelectronic products that transmit, receive and switch digital optical signals for communications networks. The Company develops and manufactures Transmitter Products, Receiver Products and Switch Products that are used in ultra-high speed digital optical communications, high speed switching and provisioning, and access connections for wireless and fiber-to-the-home communications networks. Its products are categorized into groups, including High Speed Products and Network Products and Solutions. High Speed Products include products designed for 100G and beyond for telecom and datacenter or content provider networks and applications. Its Network Products and Solutions consist of various products designed for applications below 100G, and include 40G products. It combines its transmitter and receiver products into Transceiver modules.