LEDS 8-K/A
SemiLEDs Corp (LEDS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 11, 2024, SemiLEDs Corporation (the “Company”) amended its Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized share of common stock from 7,500,000 to 15,000,000, and to include an officer exculpation provision. The amendment was approved by the Company’s board of directors on July 3, 2024 and by the Company’s shareholders on August 29, 2024.
The description of the amendment set forth above is qualified by reference to the full text of the Company’s Certificate of Amendment to the Amended and Restated Certificate of Incorporation, a copy of which is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 29, 2024, the SemiLEDs Corporation (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, holders of the Company’s common stock voted on seven proposals: (1) election of five directors to hold office until the 2025 Annual Meeting of Stockholders; (2) ratification of the appointment of KCCW Accountancy Corp. as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024; (3) advisory vote on compensation of the Company’s named executive officers; (4) advisory vote on the frequency of holding future advisory votes on executive compensation; (5) approve the amendment of the restated certificate of incorporation to increase the number of authorized shares of common stock from 7,500,000 to 15,000,000; (6) approval of the issuance of shares of the Company's common stock to repay a Loan Agreement with Mr. Trung Doan; and (7) approve the amendment of the restated certificate of incorporation to include an officer exculpation provision.
The final votes cast on the seven proposals were as follows:
Proposal 1:
The following individuals were elected to serve as directors of the Company for a one-year term ending with the 2025 Annual Meeting of Stockholders by the votes set forth in the following table:
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Trung T. Doan |
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3,845,088 |
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22,921 |
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973,532 |
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Walter Michael Gough |
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3,845,251 |
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22,758 |
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973,532 |
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Dr. Edward Hsieh |
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3,844,183 |
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23,826 |
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973,532 |
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Scott R. Simplot |
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3,807,595 |
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60,414 |
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973,532 |
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Dr. Chris Chang Yu |
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3,844,336 |
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23,673 |
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973,532 |
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Proposal 2:
The appointment of KCCW Accountancy Corp. as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024 was ratified by the votes set forth in the following table:
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes (1) |
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4,687,767 |
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146,093 |
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7,681 |
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0 |
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2
Proposal 3:
The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the votes set forth in the following table:
Votes For |
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Votes Against |
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Abstain |
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3,818,701 |
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45,986 |
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3,322 |
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973,532 |
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Proposal 4:
The stockholders approved, on an advisory (non-binding) basis, the frequency of holding future advisory votes on executive compensation every three years, by the votes set forth in the following table:
Votes For One year |
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Votes For Two years |
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Votes For Three years |
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Abstain |
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Broker Non-Votes |
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73,800 |
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1,979 |
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3,779,661 |
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12,569 |
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973,532 |
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Accordingly, the Company will hold an advisory vote for every three years.
Proposal 5:
The stockholders approved the amendment of the restated certificate of incorporation to increase the number of authorized shares of common stock from 7,500,000 to 15,000,000, by the votes set forth in the following table:
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Votes Against |
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Abstain |
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Broker Non-Votes |
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4,517,094 |
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318,001 |
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6,446 |
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0 |
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Proposal 6:
The stockholders approved the issuance of shares of the Company's common stock to repay a Loan Agreement with Mr. Trung Doan, by the votes set forth in the following table:
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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3,822,773 |
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30,015 |
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15,221 |
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973,532 |
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Proposal 7:
The stockholders approved the amendment of the restated certificate of incorporation to include an officer exculpation provision, by the votes set forth in the following table:
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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3,791,174 |
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74,579 |
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2,256 |
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973,532 |
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3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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3.1 |
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4
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 thereunto duly authorized.
Date: August 29, 2024 |
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SemiLEDs Corporation |
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By: |
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/s/ Christopher Lee |
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Name: |
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Christopher Lee |
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Title: |
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Chief Financial Officer |
5
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT TO THE AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF SEMILEDS CORPORATION
The undersigned, Trung Tri Doan, hereby certifies that:
1. He is the duly elected and acting Chief Executive Officer of SemiLEDs Corporation, a Delaware corporation.
2. The Certificate of Incorporation of this corporation was originally filed with the Delaware Secretary of State on January 4, 2005.
3. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment of Restated Certificate of Incorporation amends and restates the second paragraph of Article IV of this corporation’s Certificate of Incorporation to read as follows:
“(A) the Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and Preferred Stock”. The total number of shares which the Corporation is authorized to issue is 15,000,000 shares, consisting of 15,000,000 shares of Common Stock, par value $0.0000056 per share.”
4. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment of Restated Certificate of Incorporation amends and restates the first paragraph of Article XII of this corporation’s Certificate of Incorporation to read as follows:
“(A) To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors or officers, then the liability of the directors or officers of the Corporation shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time to time.”
5. The foregoing Certificate of Amendment has been duly adopted by this corporation’s Board of Directors and stockholders in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
Executed August 29, 2024.
/s/ Trung Tri Doan |
Trung Tri Doan |
Chief Executive Officer |