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 14, 2024 (the “Annual Meeting”). At the Annual Meeting the Company’s shareholders approved the amendment and restatement of the Coherent Corp. Omnibus Incentive Plan (the “Plan”) primarily to add additional shares to be available for awards.
A summary of the Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 4, 2024 (the “Proxy Statement”), under the section titled “Approval of the Amendment and Restatement of the Coherent Corp. Omnibus Incentive Plan (Proposal 3)” 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 Plan, which is filed as Exhibit 10.1 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, 2024, the record date for the Annual Meeting (the “Record Date”), there were 154,407,926 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, and 140,000 shares of the Company’s Series B-2 Convertible Preferred Stock, no par value, 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 183,252,523 votes outstanding, representing approximately 90.11% 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
James R. Anderson, Michael L. Dreyer, Stephen Pagliuca, Elizabeth A. Patrick, and Howard H. Xia as Class One Directors to serve until the Company’s 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified (“Proposal 1”). Proposal 1 received the following votes:
James R. Anderson
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 155,473,545 |
371,835 | 93,072 | 9,191,440 |
Michael L. Dreyer
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 122,237,800 |
33,591,365 | 109,287 | 9,191,440 |
Stephan Pagliuca
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 138,149,390 |
17,672,313 | 116,749 | 9,191,440 |
Elizabeth A. Patrick
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 149,312,988 |
6,453,652 | 171,812 | 9,191,440 |
Howard H. Xia
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 805,826 |
5,476,237 | 112,493 | 9,191,440 |
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 2024, as disclosed in the Proxy Statement (“Proposal 2”). Proposal 2 received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 81,584,439 |
73,548,187 | 805,826 | 9,191,440 |
At the Annual Meeting, the Company’s shareholders approved the amendment and restatement of the Coherent Corp. Omnibus Incentive Plan, as disclosed in the Proxy Statement (“Proposal 3”). Proposal 3 received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 147,817,008 |
7,935,945 | 185,499 | 9,191,440 |
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, 2025 (“Proposal 4”). Proposal 4 received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 161,563,096 |
2,558,270 | 1,008,526 | — |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| Exhibit 10.1 | Coherent Corp. Omnibus Incentive Plan. | |
| Exhibit 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 15, 2024 | By: | /s/ Rob Beard | ||||
| Rob Beard | ||||||
| Chief Legal and Global Affairs Officer | ||||||