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 28, 2016
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: (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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
2016 Base Salaries and Target Bonus Opportunities
On June 28, 2016, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of NeoPhotonics Corporation (the “Company”) approved increased base salaries (effective as of July 1, 2016) and target bonus opportunities for 2016 for the Company’s “named executive officers” in the amounts set forth below.
| | | | | | |
| | | | | | |
Named Executive Officer | | Adjusted
Base
Salary | | 2016 Target
Bonus
Percentage(1) |
Timothy S. Jenks, President and Chief Executive Officer | | | $ 500,000 | | | 100% |
Clyde R. Wallin, Senior Vice President and Chief Financial Officer | | | $ 325,000 | | | 55% |
Dr. Raymond Cheung, Senior Vice President and Chief Operating Officer | | | $ 361,000 | (2) | | 55% |
Dr. Wupen Yuen, Senior Vice President and General Manager | | | $ 312,000 | | | 55% |
Benjamin L. Sitler, Senior Vice President of Global Sales | | | $ 290,000 | | | 55% |
| |
(1) | Target bonuses percentages are expressed as a percentage of 2016 base salary. |
(2) | The Base Salary is calculated in U.S. dollars at the applicable exchange rate. Dr. Cheung’s actual salary will be paid in Chinese RMB. Dr. Cheung’s adjusted base salary represents a 4% increase over his prior year base salary under the RMB currency in which he is paid. |
Each target bonus opportunity was established in connection with the Company’s 2016 executive officer bonus program, as previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 22, 2016. It is expected that, in the first quarter of 2017, the Compensation Committee will review the Company’s fiscal year 2016 corporate performance, as well as applicable individual performance, to determine any actual bonus awards.
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.
Arch | | | | |
Date: July 5, 2016 | | NEOPHOTONICS CORPORATION | |
| | | | |
| | By: | /s/ Clyde R. Wallin | |
| | | Clyde R. Wallin | |
| | | Senior Vice President and Chief Financial Officer | |
