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): September 25, 2020
SEMILEDS CORPORATION
(Exact name of registrant as specified in charter)
Delaware | 001-34992 | 20-2735523 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3F, No.11 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, R.O.C. | | 350 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: +886-37-586788
N/A
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | TradingSymbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.0000056 | | LEDs | | The Nasdaq Stock Market |
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 5.02 Compensatory Arrangement of Certain Officers; Election of Directors.
On September 25, 2020, at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of SemiLEDs Corporation (the “Company”), the Company’s stockholders approved the amendment and restatement of the SemiLEDs Corporation 2010 Equity Incentive Plan (the “Amended 2010Equity Incentive Plan”) to increase the authorized share reserve by an additional 400,000 shares. The Amended 2010Equity Incentive Plan previously had been approved, subject to stockholder approval, by the Board on July 10, 2020.
A more complete description of the terms of the 2010 Equity Incentive Plan can be found in “Proposal No. 3-Approval of the Amendment of the SemiLEDs Corporation 2010 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 11, 2020 (the “2020 Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the 2020 Proxy Statement are qualified in their entirety by reference to the Amended 2010 Equity Incentive Plan, a copy of which is filed as Appendix A to the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 25, 2020, the Company held its Annual Meeting. At the Annual Meeting, holders of the Company’s common stock voted on three proposals: (1) election of five directors to hold office until the 2021 Annual Meeting of Stockholders; (2) ratification of the appointment of KCCW accountancy Corp as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2020; and (3) approval of the Amended 2010 Equity Incentive Plan.
The final votes cast on the three proposals were as follows:
Proposal 1:
The following individuals were elected to serve as directors for a one-year term ending with the 2021 Annual Meeting of Stockholders by the votes set forth in the following table:
| | Votes For | | Votes Withheld | | Broker Non-Votes | |
Trung T. Doan | | | 1,870,748 | | | 7,602 | | | 1,023,100 | |
Walter Michael Gough | | | 1,870,724 | | | 7,626 | | | 1,023,100 | |
Dr. Edward Hsieh | | | 1,870,798 | | | 7,552 | | | 1,023,100 | |
Roger Lee | | | 1,870,748 | | | 7,602 | | | 1,023,100 | |
Scott R. Simplot | | | 1,870,724 | | | 7,626 | | | 1,023,100 | |
Proposal 2:
The appointment of KCCW Accountancy Corp as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2020 was ratified by the votes set forth in the following table:
Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes (1) | |
| 2,818,922 | | | | 20,224 | | | | 62,304 | | | | 0 | |
(1) | This proposal constituted a routine matter. Therefore, brokers were permitted to vote on this proposal without receipt of instructions from beneficial owners. |
Proposal 3:
The stockholders approved the Amended 2010 Equity Incentive Plan by the votes set forth in the following table:
Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
| 1,664,822 | | | | 204,956 | | | | 8,572 | | | | 1,023,100 | |
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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 thereunto duly authorized.
Date: September 28, 2020 | | | |
| | | |
| | SemiLEDs Corporation |
| | | | |
| | By: | | /s/ Christopher Lee |
| | Name: | | Christopher Lee |
| | Title: | | Chief Financial Officer |
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