UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As approved by its stockholders at the Special Meeting of Stockholders held on September 7, 2023 (the “Special Meeting”), Applied Optoelectronics, Inc. (the “Company”) filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on September 7, 2023 (the “Charter Amendment”) to increase the number of authorized shares of the Company’s common stock, $0.001 par value per share, from 45,000,000 to 80,000,000, and the total number of authorized shares of the Company’s capital stock of all classes from 50,000,000 to 85,000,000.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held the Special Meeting on September 7, 2023. Holders of an aggregate of 31,785,027 shares of the Company’s common stock at the close of business on July 19, 2023 were entitled to vote at the meeting, of which 20,198,356 or 63.54% of the eligible shares were represented in person or by proxy. The matters voted upon at the Special Meeting and the final results of those votes were as follows:
Proposal 1: To approve the amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 45,000,000 shares to 80,000,000 shares.
Votes For |
Votes Against |
Votes Abstaining | ||
17,563,297 | 2,508,496 | 126,563 |
Proposal 2: To adjourn the meeting if sufficient shares are not represented at the meeting “FOR” proposal 1.
Votes For |
Votes Against |
Votes Abstaining | Broker Non-Votes | |||
12,988,480 | 1,418,866 | 165,727 | 5,625,283 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Applied Optoelectronics, Inc. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
Applied Optoelectronics, Inc. | ||
By: | /s/ DAVID C. KUO | |
David C. Kuo | ||
Senior Vice President and Chief Legal Officer |
Date: September 7, 2023
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