Form 8-K

Date: June 11, 2018

NEOPHOTONICS CORPORATION

/s/ Elizabeth Eby

Elizabeth Eby

Senior Vice President, Finance and Chief Financial Officer

0001193125-18-189567.txt : 20180611 0001193125-18-189567.hdr.sgml : 20180611 20180611170657 ACCESSION NUMBER: 0001193125-18-189567 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180605 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180611 DATE AS OF CHANGE: 20180611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOPHOTONICS CORP CENTRAL INDEX KEY: 0001227025 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943253730 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35061 FILM NUMBER: 18892713 BUSINESS ADDRESS: STREET 1: 2911 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 951342125 BUSINESS PHONE: 4082329200 MAIL ADDRESS: STREET 1: 2911 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 d605156d8k.htm FORM 8-K Form 8-K

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): June 5, 2018

NEOPHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-35061

94-3253730

(State of

incorporation)

(Commission

File No.)

(IRS Employer

Identification No.

NeoPhotonics Corporation

2911 Zanker Road

San Jose, California 95134

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: +1 (408) 232-9200

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 (see General Instruction A.2. below):

☐	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))

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.

The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of NeoPhotonics Corporation (the “Company”) was held on June 5, 2018. Proxies for the meeting were solicited by the Company’s Board of Directors pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitations. At the Annual Meeting, 37,881,043 common shares were represented in person or by proxy. The final votes on the proposals presented at the meeting were as follows:

Proposal 1:

Charles J. Abbe, Bandel L. Carano, and Michael J. Sophie were elected as Class II directors to hold office until the 2021 Annual Meeting of Stockholders by the following vote:


Nominee	For		Withheld		Broker Non-Votes
Charles J. Abbe		26,353,951		872,642		10,654,450
Bandel L. Carano		25,798,379		255,670		10,654,450
Michael J. Sophie		25,791,226		262,823		10,654,450

Proposal 2:

The selection by the audit committee of the Company’s board of directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified by the following vote:


For	Against	Abstain
37,710,702	138,516	31,825

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.