UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Applied Optoelectronics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on June 6, 2024 (the “Annual Meeting”). Holders of an aggregate of 38,729,537 shares of the Company’s common stock at the close of business on April 12, 2024 were entitled to vote at the Annual Meeting, of which 25,783,457 or 66.57% of the eligible shares were represented in person or by proxy at the Annual Meeting. The matters voted upon at the Annual Meeting and the final results of those votes were as follows:
Proposal No. 1: Election of two Class II Directors.
| For | Withheld | Broker Non-Votes | ||||
| William H. Yeh | 12,883,866 | 4,397,128 | 8,502,463 | |||
| Cynthia (Cindy) DeLaney | 16,386,831 | 894,163 | 8,502,463 |
Proposal No. 2: To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
|
For |
Against |
Abstain | ||
| 25,518,024 | 159,790 | 105,643 |
Proposal No. 3: To approve on an advisory basis, the compensation of the Company’s named executive officers.
|
For |
Against |
Abstain | Broker Non-Votes | |||
| 15,242,588 | 1,661,631 | 376,775 | 8,502,463 |
Proposal No. 4: To approve on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.
|
One Year |
Two Years |
Three Years | Abstain |
Broker Non-Votes | ||||
| 16,870,029 | 97,371 | 208,403 | 105,191 | 8,502,463 |
In accordance with the stockholders’ recommendation, the Company has determined that it will continue to hold an advisory vote on the compensation of its named executive officers every year, until the next stockholder advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers.
Proposal No. 5: To approve the Applied Optoelectronics, Inc. 2021 Equity Incentive Plan, as amended, to increase the number of shares of common stock reserved for issuance under the plan by 2,000,000 shares and increase certain annual limits on the value of awards.
|
For |
Against |
Abstain | Broker Non-Votes | |||
| 6,739,828 | 10,340,097 | 201,069 | 8,502,463 |
Proposal No. 6: To approve a portion of the award of performance-vesting restricted stock units (PSUs) granted to our Chief Executive Officer in June 2023 with respect to 355,871 shares at target level performance, which portion exceeded the prior annual limit on the value of awards granted under our 2021 Equity Incentive Plan.
|
For |
Against |
Abstain | Broker Non-Votes | |||
| 15,067,633 | 1,775,241 | 438,120 | 8,502,463 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 7, 2024 | APPLIED OPTOELECTRONICS, INC. | |
| By: | /s/ David C. Kuo | |
| Name | David C. Kuo | |
| Title: | Senior Vice President and Chief Legal Officer | |
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