ALPHA & OMEGA SEMICONDUCTOR Ltd 8-K, filed Nov 16, 2020
ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
8-K
2020-11-16
For: 2020-11-12
View Original
Added on
April 12, 2026
About this 8-K
ALPHA & OMEGA SEMICONDUCTOR Ltd filed this 8-K on November 16, 2020, reporting on events of November 12, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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): November 12, 2020
_________________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
(Address of principal executive offices)
(408 ) 830-9742
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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)) | |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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). 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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 12, 2020, the Board of Directors of Alpha and Omega Semiconductor Limited (the “Company”) appointed Mr. Stephen Chang to serve as the President of the Company, effective as of January 1, 2021. Mr. Stephen Chang, age 43, has been serving as Executive Vice President of Product Line Management since October 2019. Prior to that, he served in various management positions in our product line and marketing divisions, including Senior Vice President of Marketing, Vice President of the MOSFET Product Line and Senior Director of Product Marketing. Mr. Chang has over 20 years of industry experience and leads our Product Line Management with various managerial responsibilities, including new product development and introduction, product lifecycle management, business development, and business strategy. He received his B.S. in Electrical Engineering from University of California, Berkeley and M.B.A. from Santa Clara University. Mr. Stephen Chang is a son of Dr. Mike Chang, the Chairman of the Board and Chief Executive Officer of the Company.
Also on November 12, 2020, Dr. Yueh-Se Ho notified the Board of Directors that he will retire from his position as the Chief Operating Officer of the Company, effective as of January 1, 2021. Dr. Ho will remain as a director on the Board of Directors of the Company.
On November 13, 2020, the Company issued a press release announcing the management changes as described in above and a copy of such press release is furnished and attached as Exhibit 99.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 12, 2020, the Company held its Annual General Meeting of Shareholders (the “Annual Meeting”) in which shareholders voted on four proposals and casted their votes as described below. Details of proposals are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 28, 2020. There were present at the Annual Meeting, represented by proxy or in person, holders of 25,382,124 Common Shares, constituting a quorum.
Proposal 1
The following seven directors were elected to serve on the Board of Directors of the Company (the “Board”) until the 2021 Annual General Meeting of Shareholders or until their respective successors have been duly elected, and qualified as set forth below:
DIRECTORS | FOR | WITHHELD | BROKER NON-VOTES | |||
Mike F. Chang | 17,835,668 | 216,151 | 3,791,864 | |||
Yueh-Se Ho | 17,980,989 | 70,830 | 3,791,864 | |||
Lucas S. Chang | 17,826,410 | 225,409 | 3,791,864 | |||
Claudia Chen | 17,859,675 | 192,144 | 3,791,864 | |||
King Owyang | 16,552,295 | 1,499,524 | 3,791,864 | |||
Michael L. Pfeiffer | 17,981,029 | 70,790 | 3,791,864 | |||
Michael J. Salameh | 17,979,581 | 72,238 | 3,791,864 | |||
Proposal 2
The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement, by the following votes:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
17,908,978 | 90,907 | 51,934 | 3,791,864 | |||
Proposal 3
The Company’s shareholders approved a resolution to permit the Board to determine the maximum number of directors on the Board and to fill casual vacancies and appoint additional directors from time to time:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
17,886,858 | 162,284 | 2,677 | 3,791,864 | |||
Proposal 4
The Company’s shareholders ratified and approved the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm, and authorized the Company’s Board of Directors, acting through its audit committee, to determine the remuneration of such accounting firm, for the fiscal year ending June 30, 2021, by the votes set forth below:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
21,832,952 | 5,572 | 5,159 | 0 | |||
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 16, 2020
Alpha and Omega Semiconductor Limited | ||
By: | /s/ Yifan Liang | |
Name: | Yifan Liang | |
Title: | Chief Financial Officer and Corporate Secretary | |
Exhibit 99.1
Alpha and Omega Semiconductor Announces
Appointment of President and Retirement of Chief Operating Officer
SUNNYVALE, Calif., November 13, 2020 (BUSINESS WIRE) -- Alpha and Omega Semiconductor Limited ("AOS") (Nasdaq: AOSL) today announced that its Board of Directors has appointed and promoted Stephen Chang, currently Executive Vice President of Product Line Management, to be the President of AOS, effective January 1, 2021. Stephen Chang will report to Dr. Mike Chang, the Chairman of the Board and Chief Executive Officer of AOS, and manage Sales and Marketing, R&D, Operations and Quality functions.
AOS also announced that Dr. Yueh-se Ho will retire as Chief Operating Officer, effective January 1, 2021. Dr. Ho is a co-founder of AOS and has served in a number of leadership positions since AOS’s inception during his career. Dr. Ho will continue to serve as a member of the AOS Board of Directors.
“Dr. Ho has made many critical, groundbreaking and lasting contributions to AOS during his career,” said Dr. Mike Chang. “His many years of leadership and professionalism have positively impacted our business and contributed substantially to our success. Importantly, he provided AOS with a strong operational and financial foundation that will enable us to continue to grow and prosper. On behalf of all of us at the AOS family, I express our deepest appreciation for Dr. Ho’s dedicated service, and we are grateful that he will continue to provide us with valuable guidance and counsel as a member of our Board of Directors.”
“It has been an honor and privilege to be a part of the team that built and expanded AOS since its founding, and I am proud of the numerous accomplishments that we have achieved together,” said Dr. Ho. “We are focused on executing our growth strategy, and AOS is well on its way to becoming one of the world’s leading power semiconductor companies. I am delighted that Dr. Wenjun Li, our Senior Vice President of Worldwide Manufacturing, with over 20 years of manufacturing and engineering experience, will assume my responsibility in operations. I am also pleased that Stephen Chang will take on an expanded leadership role to bring AOS to the next level of success.”
“The Board of Directors is pleased to appoint Stephen as President,” said Mr. Mike Salameh, the Lead Independent Director of the Board. “During the past 10 years, Stephen has demonstrated his leadership skills by delivering solid results and organizational improvements in a variety of management roles. AOS has become a leading supplier of advanced power semiconductors to many of the world’s most well-known electronics companies, and Stephen has been a key driver of this achievement. His breadth of experience is a major asset to AOS as we penetrate new markets and expand our opportunity. By expanding Stephen’s scope of responsibility, we believe AOS will be well-positioned to innovate and drive growth in the dynamic power semiconductor market.”
About Alpha and Omega Semiconductor
Alpha and Omega Semiconductor Limited, or AOS, is a designer, developer and global supplier of a broad range of power semiconductors, including a wide portfolio of Power MOSFET, IGBT, IPM, TVS, HVIC, GaN/SiC, Power IC and Digital Power products. AOS has developed extensive intellectual property and technical knowledge that encompasses the latest advancements in the power semiconductor industry, which enables us to introduce innovative products to address the increasingly complex power requirements of advanced electronics. AOS differentiates itself by integrating its Discrete and IC semiconductor process
technology, product design, and advanced packaging know-how to develop high performance power management solutions. AOS’ portfolio of products targets high-volume applications, including portable computers, graphic cards, flat-panel TVs, home appliances, smart phones, battery packs, consumer and industrial motor controls and power supplies for TVs, computers, servers, and telecommunications equipment. For more information, please visit www.aosmd.com.
Forward-Looking Statements
This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on ’management’s judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, references to the ability of AOS to expand its market opportunities and to achieve its business objectives. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, such risk factors as described in the Company’s Annual Report on Form 10-K and other filings with the U.S. Securities and Exchange Commission. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and AOS undertakes no duty to update such information, except as required under applicable law.
For investor and media inquiries, please contact:
In the United States: The Blueshirt Group
Ralph Fong
+1 (415) 489-2195
ralph@blueshirtgroup.com
In China: The Blueshirt Group Asia
Gary Dvorchak, CFA
+86 (138) 1079-1480
gary@blueshirtgroup.com