false0001556898NONE00015568982024-05-302024-05-30

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): May 30, 2024

Techpoint, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

000-55843

(Commission File Number)

80-0806545

(I.R.S. Employer
Identification No.)

 

2550 N. First Street, #550

San Jose, CA

 (Address of principal executive offices)

 

 

95131

(Zip Code)

 

(408) 324-0588

(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:

 

☐

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

Japanese Depositary Shares, each

representing one share of Common Stock, $0.0001 par value per share

M-6697

Tokyo Stock Exchange (Growth Market)

 

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. ☐

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

Techpoint, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 30, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 19, 2024. Present at the Annual Meeting in person or by proxy were holders representing 13,963,676 shares of common stock, representing 75.69% of the total of 18,447,700 shares of common stock outstanding and entitled to vote at the Annual Meeting.

In accordance with the Japanese depositary shares (“JDS”) trust agreement, shares of common stock are to be voted by Mitsubishi UFJ Trust and Banking Corporation and The Master Trust Bank of Japan, Ltd. (collectively, the “Trustees”) upon receipt of specific instructions from individual JDS holders. If specific instructions are not received, the shares of common stock underlying JDS are presented below as “Broker Non-Votes”. However, in accordance with the terms of the JDS trust agreement, the Trustees under the JDS trust agreement report these votes as “Blank Votes” (as such term is defined in the JDS trust agreement), which are treated as being present at the meeting for purposes of determining if a quorum is established.

Proposal 1. The Company’s stockholders elected five directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified.

Proposal

 

Votes For

 

 

Votes Withheld

 

Fumihiro Kozato

 

 

7,586,078

 

 

 

17,433

 

Dr. Feng Kuo, Ph.D.

 

 

7,590,187

 

 

 

13,324

 

Fun-Kai Liu

 

 

7,590,386

 

 

 

13,125

 

Robert Cochran

 

 

7,591,186

 

 

 

12,325

 

Dr. Yaichi Aoshima, Ph.D.

 

 

7,589,687

 

 

 

13,824

 

There were 6,360,165 Broker Non-Votes for Proposal 1, consisting of 6,360,165 Blank Votes.

Proposal 2. The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

Proposal

 

For

 

 

Against

 

 

Abstain

 

Proposal 2

 

 

7,579,166

 

 

 

92,127

 

 

 

10,800

 

There were 6,281,583 Broker Non-Votes for Proposal 2, consisting of 6,281,583 Blank Votes.

Proposal 3. The Company’s stockholders ratified the appointment of Macias Gini & O’Connell LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

Proposal

 

For

 

 

Against

 

 

Abstain

 

Proposal 3

 

 

7,660,665

 

 

 

10,628

 

 

 

10,800

 

There were 6,281,583 Blank Votes.

 

 

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.

 

Dated: June 4, 2024

 

Techpoint, Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Fumihiro Kozato

 

 

 

Fumihiro Kozato

 

 

 

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 

v3.24.1.1.u2
Document and Entity Information
May 30, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 30, 2024
Entity Registrant Name Techpoint, Inc.
Entity Central Index Key 0001556898
Entity Emerging Growth Company false
Entity File Number 000-55843
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 80-0806545
Entity Address, Address Line One 2550 N. First Street
Entity Address, Address Line Two #550
Entity Address, City or Town San Jose
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95131
City Area Code 408
Local Phone Number 324-0588
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Japanese Depositary Shares, eachrepresenting one share of Common Stock, $0.0001 par value per share
Trading Symbol M-6697
Security Exchange Name NONE
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