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. |
Coherent Corp. (the “Company”) held its Annual Meeting of Shareholders on November 9, 2023 (the “Annual Meeting”). At the Annual Meeting the Company’s shareholders approved the amendment and restatement of the 2018 Omnibus Incentive Plan (the “Coherent Corp. Omnibus Incentive Plan”) to add additional shares to be available for awards, as well as additional shares to be added to the reserve in connection with the expiration, forfeiture or termination of outstanding awards under the Coherent, Inc. Equity Incentive Plan, which was assumed by the Company in connection with its acquisition of Coherent, Inc.
A summary of the Coherent Corp. Omnibus Incentive Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 29, 2023 (the “2023 Proxy Statement”) under the section titled “Approval of the Amendment and Restatement of the 2018 Omnibus Incentive Plan (Proposal 4)” and is incorporated herein by reference.
The summary of the Coherent Corp. Omnibus Incentive Plan is qualified in its entirety by reference to the full text of the Coherent Corp. Omnibus Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
At the Annual Meeting the Company’s shareholders approved the amendment and restatement of the 2018 Employee Stock Purchase Plan (the “Coherent Corp. Employee Stock Purchase Plan”) to add additional shares to be available for awards.
A summary of the Coherent Corp. Employee Stock Purchase Plan was included in the 2023 Proxy Statement under the section titled “Approval of the Amendment and Restatement of the 2018 Employee Stock Purchase Plan (Proposal 5)” and is incorporated herein by reference.
The summary of the Coherent Corp. Employee Stock Purchase Plan is qualified in its entirety by reference to the full text of the Coherent Corp. Employee Stock Purchase Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) As of September 11, 2023, the record date for the Annual Meeting (the “Record Date”), there were 151,411,359 shares of the Company’s common stock, no par value (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. In addition, 75,000 shares of the Company’s Series B-1 Convertible Preferred Stock, no par value (“Series B-1 Preferred Stock”), and 140,000 shares of the Company’s Series B-2 Convertible Preferred Stock, no par value (“Series B-2 Preferred Stock”), were issued and outstanding as of the Record Date and entitled to vote as one class with the Common Stock on an as-converted basis. A total of 153,324,104 votes outstanding, representing approximately 86% of the total number of votes entitled to be cast at the Annual Meeting, were present in person or by proxy at the Annual Meeting.
(b) At the Annual Meeting, the Company’s shareholders elected Joseph J. Corasanti, Patricia Hatter, Stephan A. Skaggs and Sandeep Vij as Class Three Directors to serve until the Company’s 2026 annual meeting of shareholders or until their respective successors are duly elected and qualified (“Proposal 1”). Proposal 1 received the following votes:
Joseph J. Corasanti
For |
Against |
Abstain |
Broker Non-Votes | |||
| 91,970,662 | 20,746,137 | 524,406 | 12,334,360 |
Patricia Hatter
For |
Against |
Abstain |
Broker Non-Votes | |||
| 106,026,336 | 6,688,456 | 526,413 | 12,334,360 |
Stephan A. Skaggs
For |
Against |
Abstain |
Broker Non-Votes | |||
| 110,779,723 | 1,928,734 | 532,748 | 12,334,360 |
Sandeep Vij
For |
Against |
Abstain |
Broker Non-Votes | |||
| 109,725,266 | 2,983,513 | 532,426 | 12,334,360 |
At the Annual Meeting, the Company’s shareholders approved (on a non-binding advisory basis) the Company’s executive compensation of named executive officers in the Company’s fiscal year 2023, as disclosed in the 2023 Proxy Statement (“Proposal 2”). Proposal 2 received the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
| 104,629,606 | 8,296,706 | 314,893 | 12,334,360 |
At the Annual Meeting, the Company’s shareholders approved (on a non-binding advisory basis) one year as the frequency of future non-binding advisory shareholder votes on the compensation paid to our named executive officers, as disclosed in the 2023 Proxy Statement (“Proposal 3”). Proposal 3 received the following votes:
1 Year |
2 Years |
3 Years |
Abstain | |||
| 110,194,662 | 291,988 | 2,058,113 | 696,442 |
In accordance with the recommendation of the Company’s Board of Directors on this matter and these voting results, the Company has determined to hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers each year until the next shareholder vote on the frequency of such non-binding advisory votes. A shareholder vote on the frequency of such non-binding advisory votes is required to be held at least once every six years.
At the Annual Meeting, the Company’s shareholders approved the amendment and restatement of the 2018 Omnibus Incentive Plan, as disclosed in the 2023 Proxy Statement (“Proposal 4”). Proposal 4 received the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
| 106,148,463 | 6,945,475 | 147,267 | 12,334,360 |
At the Annual Meeting, the Company’s shareholders approved the amendment and restatement of the 2018 Employee Stock Purchase Plan, as disclosed in the 2023 Proxy Statement (“Proposal 5”). Proposal 5 received the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
| 111,742,258 | 1,430,378 | 68,569 | 12,334,360 |
At the Annual Meeting, the Company’s shareholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2024 (“Proposal 6”). Proposal 6 received the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
| 122,771,731 | 1,658,920 | 1,144,914 | — |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Coherent Corp. Omnibus Incentive Plan. | |
| 10.2 | Coherent Corp. Employee Stock Purchase Plan. | |
| 104 | Cover Page Interactive Data File (embedded with 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.
| Coherent Corp. | ||||||
| Date: November 13, 2022 | By: | /s/ Ronald Basso | ||||
| Ronald Basso | ||||||
| Chief Legal and Compliance Officer | ||||||