UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Compensatory Arrangements of Certain Officers.
At the 2023 annual meeting of shareholders (the “Annual Meeting”) of EMCORE Corporation (the “Company”), shareholders were asked to approve an amendment to the Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan (the “Amended 2019 Plan”), which was adopted, subject to shareholder approval, by the Company’s Board of Directors (the “Board”) on December 8, 2022. As described in Item 5.07 below, the Company’s shareholders approved the Amended 2019 Plan on March 10, 2023.
The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the Amended 2019 Plan equals the sum of the following: (a) 9,262,160 shares, plus (b) the number of shares that were subject to outstanding awards granted under the Company’s 2012 Equity Incentive Plan, as amended (the “2012 Plan”), and the 2010 Equity Incentive Plan, as amended (the “2010 Plan” and, together with the 2012 Plan, the “Prior Plans”), immediately prior to March 22, 2019 (the date of initial shareholder approval of the EMCORE Corporation 2019 Equity Incentive Plan (the “Shareholder Approval Date”)), that expire, are cancelled, forfeited, terminated or otherwise reacquired by the Company without having become vested without such shares being issued under the Prior Plans after the Shareholder Approval Date.
The Board or one or more committees appointed by the Board administers the Amended 2019 Plan. The Board has delegated general administrative authority for the Amended 2019 Plan to the Compensation Committee of the Board. The Board or a committee thereof (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative and grant authority under the Amended 2019 Plan. The administrator of the Amended 2019 Plan has broad authority under the Amended 2019 Plan to, among other things, select participants and determine the type(s) of award(s) that they are to receive, and determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award.
Persons eligible to receive awards under the Amended 2019 Plan include officers or employees of the Company or any of its subsidiaries, directors of the Company, and certain consultants and advisors to the Company or any of its subsidiaries.
The types of awards that may be granted under the Amended 2019 Plan include stock options, stock appreciation rights, restricted stock, stock bonuses, stock units and other forms of awards granted or denominated in our common stock or units of our common stock, as well as certain cash bonus awards.
Shares subject to outstanding awards that expire, are cancelled, or otherwise terminate and shares subject to outstanding awards that are settled in cash will be available for issuance under the Amended 2019 Plan; however, any shares exchanged or withheld by the Company to satisfy any purchase price and tax withholding obligations related to options, stock appreciation rights or “full value awards,” as well as the total number of shares subject to any stock appreciation rights will count against the share limit and will not be available for issuance under the Amended 2019 Plan.
The foregoing summary of the Amended 2019 Plan is qualified in its entirety by reference to the text of the Amended 2019 Plan, which is attached as Exhibit 10.1 and is incorporated herein by this reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On March 10, 2023, the Company held the Annual Meeting in Pasadena, California.
(b) Below are the voting results for the matters submitted to the Company's shareholders for a vote at the Annual Meeting:
(1) The election of each of the following director nominees to the Board, to each serve a one-year term expiring at the Company’s 2024 annual meeting of shareholders and until their respective successors are duly qualified and elected. The nominees were each elected as a director with the following votes:
| Nominee | Votes For | Withheld | Broker Non-Votes | |||||||||
| Stephen L. Domenik | 15,448,060 | 1,623,245 | 8,818,285 | |||||||||
| Bruce E. Grooms | 15,860,651 | 1,210,654 | 8,818,285 | |||||||||
| Noel Heiks | 16,140,555 | 930,750 | 8,818,285 | |||||||||
| Rex S. Jackson | 13,037,252 | 4,034,053 | 8,818,285 | |||||||||
| Jeffrey Rittichier | 15,842,864 | 1,228,441 | 8,818,285 | |||||||||
(2) A proposal to approve an amendment to the Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan. This proposal was approved by shareholders with 14,091,049 votes in favor, 2,921,076 votes against, 59,180 abstentions and 8,818,285 broker non-votes.
(3) A proposal to approve, on an advisory basis, the executive compensation of the Company's named executive officers. This proposal was approved by shareholders with 13,680,171 votes in favor, 3,088,053 votes against, 303,081 abstentions and 8,818,285 broker non-votes.
(4) A proposal to approve the frequency of approvals, on an advisory basis, of executive compensation of the Company's named executive officers. A frequency of one year was approved by shareholders with 15,449,939 votes in favor, with 199,488 votes in favor of a frequency of two years, 1,246,847 votes in favor of a frequency of three years and 8,818,285 broker non-votes.
(5) A proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023. This proposal was approved by shareholders with 25,715,418 votes in favor, 85,972 votes against and 88,200 abstentions.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| EMCORE CORPORATION | ||
| Dated: March 14, 2023 | By: | /s/ Tom Minichiello |
| Name: | Tom Minichiello | |
| Title: | Chief Financial Officer | |