Form 8-K

 

 

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): July 29, 2014

 

 

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: +1 (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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of NeoPhotonics Corporation (the “Company”) was held on July 29, 2014. Proxies for the meeting were solicited by the Company’s Board of Directors pursuant to Section 14(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, 27,983,254 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 Class I directors to hold office until the 2017 Annual Meeting of Stockholders by the following vote:

 

Nominee

  

For

  

Withheld

  

Broker Non-Votes

Dmitry Akhanov

   24,190,229    189,420    3,603,605

Timothy S. Jenks

   24,221,715    157,934    3,603,605

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 December 31, 2014 was ratified by the following vote:

 

For

  

Against

  

Abstain

27,841,986

   120,461    20,807

Proposal 3:

The advisory proposal regarding the compensation of the Company’s named executive officers was approved by the following vote:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

20,049,740

   324,750    5,159    3,603,605


Signature

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: August 1, 2014     NEOPHOTONICS CORPORATION
    By:  

/s/ Clyde R. Wallin

Clyde R. Wallin

Senior Vice President and Chief Financial Officer