Coherent Corp 8-K/A, filed Nov 14, 2023
Coherent Corp. (COHR)
About this 8-K/A
Coherent Corp filed this 8-K/A on November 14, 2023, reporting on events of November 9, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) As of September 11, 2023, the record date for the Annual Meeting (the “Record Date”), there were 151,411,359 shares of the Company’s common stock, no par value (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. In addition, 75,000 shares of the Company’s Series B-1 Convertible Preferred Stock, no par value (“Series B-1 Preferred Stock”), and 140,000 shares of the Company’s Series B-2 Convertible Preferred Stock, no par value (“Series B-2 Preferred Stock”), were issued and outstanding as of the Record Date and entitled to vote as one class with the Common Stock on an as-converted basis. A total of 153,324,104 votes outstanding, representing approximately 86% of the total number of votes entitled to be cast at the Annual Meeting, were present in person or by proxy at the Annual Meeting.
(b) At the Annual Meeting, the Company’s shareholders elected Joseph J. Corasanti, Patricia Hatter, Stephan A. Skaggs and Sandeep Vij as Class Three Directors to serve until the Company’s 2026 annual meeting of shareholders or until their respective successors are duly elected and qualified (“Proposal 1”). Proposal 1 received the following votes:
Joseph J. Corasanti
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 119,707,898 | 20,756,714 | 525,132 | 12,334,360 |
Patricia Hatter
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 133,766,980 | 6,695,625 | 527,139 | 12,334,360 |
Stephan A. Skaggs
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 138,520,367 | 1,935,894 | 533,483 | 12,334,360 |
Sandeep Vij
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 137,465,311 | 2,991,281 | 533,152 | 12,334,360 |
At the Annual Meeting, the Company’s shareholders approved (on a non-binding advisory basis) the Company’s executive compensation of named executive officers in the Company’s fiscal year 2023, as disclosed in the 2023 Proxy Statement (“Proposal 2”). Proposal 2 received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 132,041,855 | 8,625,683 | 322,206 | 12,334,360 |
At the Annual Meeting, the Company’s shareholders approved (on a non-binding advisory basis) one year as the frequency of future non-binding advisory shareholder votes on the compensation paid to our named executive officers, as disclosed in the 2023 Proxy Statement (“Proposal 3”). Proposal 3 received the following votes:
| 1 Year |
2 Years |
3 Years |
Abstain | |||
| 137,922,424 | 297,555 | 2,059,829 | 709,936 |
In accordance with the recommendation of the Company’s Board of Directors on this matter and these voting results, the Company has determined to hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers each year until the next shareholder vote on the frequency of such non-binding advisory votes. A shareholder vote on the frequency of such non-binding advisory votes is required to be held at least once every six years.
At the Annual Meeting, the Company’s shareholders approved the amendment and restatement of the 2018 Omnibus Incentive Plan, as disclosed in the 2023 Proxy Statement (“Proposal 4”). Proposal 4 received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 133,564,506 | 7,264,411 | 160,827 | 12,334,360 |
At the Annual Meeting, the Company’s shareholders approved the amendment and restatement of the 2018 Employee Stock Purchase Plan, as disclosed in the 2023 Proxy Statement (“Proposal 5”). Proposal 5 received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 139,483,147 | 1,430,927 | 75,670 | 12,334,360 |
At the Annual Meeting, the Company’s shareholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2024 (“Proposal 6”). Proposal 6 received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 150,512,791 | 1,659,060 | 1,152,253 | — |
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.
| Coherent Corp. | ||||||
| Date: November 14, 2022 | By: | /s/ Ronald Basso | ||||
| Ronald Basso | ||||||
| Chief Legal and Compliance Officer | ||||||