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 22, 2011
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
2911 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)) |
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) Departure of Directors.
On June 17, 2011, Stephen T. Jurvetson and Yat Bun Peng both resigned as Directors of NeoPhotonics Corporation effective on June 17, 2011.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders (the “Annual Meeting”) of NeoPhotonics Corporation (the “Company”) was held on June 17, 2011. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below.
PROPOSAL 1: ELECTION OF DIRECTORS
The individuals listed below were elected at the Annual Meeting as Class I directors, to serve for a three-year term on the Company’s Board of Directors (the “Board”):
| Nominee |
For | Against | Broker Non-Votes | |||
| Timothy S. Jenks |
18,442,171 | 200,796 | 1,328,347 | |||
| Bjorn Olsson |
18,435,194 | 207,773 | 1,328,347 |
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal 2 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2011, as described in the proxy materials. This proposal was approved.
| For |
Against |
Abstained | ||
| 19,709,997 |
16,337 | 244,980 |
PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
Proposal 3 was a management proposal to hold an advisory vote on executive compensation, as described in the proxy materials. This proposal was approved.
| For |
Against |
Abstained |
Broker Non-Vote | |||
| 17,787,489 |
40,862 | 814,616 | 1,328,347 |
PROPOSAL 4: ADVISORY VOTE ON FREQUENCY OF AN ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
Proposal 4 was a management proposal to hold an advisory vote on the frequency of the advisory vote on executive compensation, as described in the proxy materials. “3 Years” was approved.
| 1 Year |
2 Years |
3 Years |
Abstained |
Broker Non-Vote | ||||
| 4,045,415 |
263,274 | 13,520,624 | 813,654 | 1,328,347 |
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 22, 2011 | NEOPHOTONICS CORPORATION | |||||
| By: | /s/ Timothy S. Jenks | |||||
| Timothy S. Jenks | ||||||
| Chairman and CEO | ||||||