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