SEMILEDS CORPORATION (NASDAQ:LEDS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 29, 2018, SemiLEDs Corporation (the “Company”) amended its Amended and Restated Certificate of Incorporation, as amended, to reduce the number of authorized share of common stock from 75,000,000 to 7,500,000.The amendment was approved by the Company’s board of directors on April 10, 2018 and by the Company’s shareholders on June 29, 2018 (Taiwan time).
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 June 29, 2018 (Taiwan time), the Company held its Annual Meeting of Stockholders. At the Annual Meeting, holders of the Company’s common stock voted on five proposals: (1) election of five directors to hold office until the 2019 Annual Meeting of Stockholders; (2) ratification of the appointment of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2018; (3) advisory vote on executive compensation; (4) advisory vote on the frequency of holding future advisory votes on executive compensation; and (5) approve the amendment of the restated certificate of incorporation, as amended, to reduce the number of authorized common stock from 75,000,000 to 7,500,000.
The final votes cast on the five proposals were as follows:
Proposal 1:
The following individuals were elected to serve as directors for a one-year term ending with the 2019 Annual Meeting of Stockholders by the votes as set forth in the following table:
VotesFor |
VotesWithheld |
Broker Non-Votes |
|
Trung T. Doan |
1,998,242 |
11,674 |
909,355 |
Walter Michael Gough |
1,998,229 |
11,687 |
909,355 |
Dr. Edward Hsieh |
1,998,529 |
11,387 |
909,355 |
Roger Lee |
1,997,242 |
12,674 |
909,355 |
Scott R. Simplot |
1,998,529 |
11,387 |
909,355 |
Proposal 2:
The appointment of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the fiscal year ending August31, 2018 was ratified by the votes set forth in the following table:
VotesFor |
VotesAgainst |
Abstain |
Broker Non-Votes(1) |
2,785,457 |
130,789 |
3,025 |
(1) |
This proposal constituted a routine matter. Therefore, brokers were permitted to vote on this proposal without receipt of instructions from beneficial owners. |
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:
VotesFor |
VotesAgainst |
Abstain |
Broker Non-Votes |
1,983,502 |
15,841 |
10,573 |
909,355 |
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:
VotesFor One year |
Votes For Two years |
Votes For Three years |
Abstain |
Broker Non-Votes |
27,408 |
7,103 |
1,971,505 |
3,900 |
909,355 |
Accordingly, the Company will hold an advisory for every three years.
Proposal 5
The stockholders approved the amendment of the restated certificate of incorporation, as amended, to reduce the number of authorized common stock from 75,000,000 to 7,500,000, by the votes set forth in the following table:
VotesFor |
VotesAgainst |
Abstain |
Broker Non-Votes |
2,133,675 |
737,099 |
48,497 |
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
SemiLEDs Corp ExhibitEX-3.1 2 leds-ex31_22.htm EX-3.1 leds-ex31_22.htm EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEMILEDS CORPORATION The undersigned,…To view the full exhibit click here
About SEMILEDS CORPORATION (NASDAQ:LEDS)
SemiLEDs Corporation develops, manufactures and sells light emitting diode (LED) chips and LED components. The Company’s products are used primarily for general lighting applications, including street lights and commercial, industrial and residential lighting. Its LED chips may also be used in specialty industrial applications, such as ultraviolet (UV), curing of polymers, LED light therapy in medical/cosmetic applications, counterfeit detection, LED lighting for horticulture applications, architectural lighting and entertainment lighting. The Company produces a range of blue, white, green and UV LED chips, including its Enhanced Vertical (EV) LED product series, ranging from chip sizes of approximately 380 microns (um) by 380um to 1,520um by 1,520um. It designs, assembles and sells lighting fixtures and systems for general lighting applications, including commercial, residential and industrial lighting. Its lighting products consist primarily of LED luminaries and LED retrofits.