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
November 12, 2020
Date of Report (Date of earliest event reported)
LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-27548
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86-0708398
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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2603 Challenger Tech Court, Suite 100
Orlando, Florida 32826
(Address of principal executive office, including zip
code)
(407) 382-4003
(Registrant’s telephone number, including area
code)
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:
☐ 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A
Common Stock, par value $0.01
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LPTH
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The
Nasdaq Stock Market, LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR §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 providing
pursuant to Section 13(a) of the Exchange Act. ☐
LightPath
Technologies, Inc.
Form
8-K
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
November 13, 2020, LightPath Technologies, Inc. (the
“Company,” “we,” “us,” or
“our”) entered into a letter agreement (the
“Letter”) with J. James Gaynor, our former President
and Chief Executive Officer, relating to additional compensation to
be paid to Mr. Gaynor in the amount of $400,000 (the “Cash
Award”), which amount was intended to partially compensate
Mr. Gaynor for the loss of certain expired stock options. The Cash
Award will be paid in three equal payments on November 16, 2020,
January 15, 2020, and April 15, 2021. The Letter also confirmed the
amount of incentive compensation of $43,000 that Mr. Gaynor earned
during fiscal 2020, which amount will be paid on November 20,
2020.
The
Letter contained standard release provisions and confirmed that the
Letter did not otherwise amend or modify Mr. Gaynor’s
Amendment to Employment Letter dated March 13, 2020 and Employment
Letter dated June 10, 2008.
The
foregoing description of the Letter is not complete and is
qualified in its entirety by reference to the full text of the
Letter, a copy of which will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the period ended
December 31, 2020.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On
November 12, 2020, we held the Annual Meeting of Stockholders (the
“Meeting”). A total of 26,012,831 shares of Class A
common stock were issued and outstanding as of the record date of
the Meeting, September 16, 2020, and a total of 20,236,542 shares
of Class A common stock were present or represented by proxy and
voted at the Meeting, constituting a quorum. The following
proposals were voted on at the Meeting, as described in greater
detail in the Definitive Proxy Statement, which was filed with the
Securities and Exchange Commission on October 1, 2020 (the
“Proxy Statement”):
Proposal 1 – To elect Class III directors to the
Company’s Board of Directors. Our stockholders duly
elected Mr. Leeburg, Mr. Dunham, and Mr. Rubin by at least a
plurality of the votes cast, to serve until his successor is
elected and qualified or until his earlier resignation or removal.
The results of the voting were as follows:
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For
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Withheld
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Broker
Non-Votes
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Louis
Leeburg
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8,523,052
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1,649,509
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10,063,981
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Craig
Dunham
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8,716,609
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1,455,952
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10,063,981
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Shmuel
Rubin
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8,682,801
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1,489,760
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10,063,981
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Proposal 2 – To hold a stockholder advisory vote on the
compensation of our named executive officers disclosed in the Proxy
Statement under the section titled “Executive
Compensation,” including the compensation tables and other
narrative executive compensation disclosures therein, required by
Item 402 of Securities and Exchange Commission Regulation
S-K. Our stockholders approved, on a non-binding, advisory
basis, the executive compensation of the Company’s named
executive officers. The results of the voting were as
follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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8,857,335
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776,871
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538,355
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10,063,981
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Proposal 3 – To ratify the selection of MSL, P.A. as the
Company’s independent registered public accounting
firm. Our stockholders ratified the selection of MSL, P.A.
as our independent registered public accounting firm. The results
of the voting were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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19,809,643
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356,000
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70,899
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0
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Item 7.01. Regulation FD Disclosure.
We gave
a presentation at the meeting. A copy of the presentation is
available at www.lightpath.com/presentations.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Report to be signed in
its behalf by the undersigned, thereunto duly
authorized.
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LIGHTPATH
TECHNOLOGIES, INC.
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Dated:
November 18, 2020
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By:
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/s/
Donald O. Retreage, Jr.
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Donald O. Retreage, Jr., Chief Financial Officer
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