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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On February 1, 2022, NeoPhotonics Corporation. (“NeoPhotonics” or the “Company”) held a special meeting of its stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of November 3, 2021 (the “Merger Agreement”), by and among Lumentum Holdings Inc., a Delaware corporation (“Lumentum”), the Company, and Neptune Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Lumentum (“Merger Sub”), pursuant to which Merger Sub will merge with and into NeoPhotonics (the “Merger”), with NeoPhotonics surviving the Merger as a wholly owned subsidiary of Lumentum.
As of the close of business on December 22, 2021, the record date for the Special Meeting, there were 53,105,895 shares of common stock, $0.0025 par value per share, outstanding and entitled to vote, each of which was entitled to one vote on each proposal considered and voted on at the Special Meeting. Present at the Special Meeting in person or by proxy were holders of 40,693,698 shares of common stock, representing approximately 76.6% of NeoPhotonics’ common stock that are issued and outstanding as of the close of business on the record date, present virtually or represented by proxy, which constituted a quorum to conduct business at the Special Meeting.
The following are the voting results of the proposals considered and voted upon at the Special Meeting, each of which is described in detail in the definitive proxy statement filed by NeoPhotonics with the U.S. Securities and Exchange Commission (the “SEC”) on December 23, 2021 (as supplemented by NeoPhotonics in its Form 8-K, filed with the SEC on January 24, 2022).
Each of the proposals was approved by the requisite vote of NeoPhotonics stockholders.
Proposal 1 - To adopt the Merger Agreement (the “Merger Proposal”).
NeoPhotonics’ stockholders approved the Merger Proposal, and the vote was as follows:
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For
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Against
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Abstain
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40,501,061
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173,249
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19,388
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Proposal 2 - To approve, on an advisory (non-binding) basis, the executive officer compensation that may be paid or become payable to the NeoPhotonics’ named executive officers in connection that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).
NeoPhotonics’ stockholders approved the Compensation Proposal, and the vote was as follows:
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For
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Against
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Abstain
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38,854,153
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566,347
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1,273,198
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Proposal 3 – To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).
Because NeoPhotonics’ stockholders approved the Merger Proposal, adjournment of the Special Meeting was not necessary.
