Current Report Filing (8-k)

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 2, 2022

Applied Optoelectronics, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-36083	76-0533927
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

13139 Jess Pirtle Blvd.

Sugar Land, TX 77478

(address of principal executive offices and zip code)

(281) 295-1800

(Registrant’s telephone number, including area code)

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:

☐	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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par value $0.001	AAOI	NASDAQ Global 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 2, 2022, the shareholders of Applied Optoelectronics, Inc. (the “Company”) approved the amendment to the Applied Optoelectronics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) at the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to increase the number of shares available for issuance under the 2021 Plan by 1,634,000 shares, and eliminate the potential reuse of certain shares currently subject to outstanding awards under the Company’s 2013 Equity Incentive Plan (the “2013 Plan”), which was replaced by the 2021 Plan. The amendment to the 2021 Plan was previously approved by the Company’s Board of Directors (the “Board”), upon recommendation by the Company’s Compensation Committee (the “Committee”), subject to shareholder approval at the Annual Meeting. The amendment to the 2021 Plan became effective on June 2, 2022, immediately following the Annual Meeting.

A detailed summary of the 2021 Plan, as amended, can be found on pages 41-48 of the Company’s definitive proxy statement on Schedule 14A filed on April 22, 2022 (the “Definitive Proxy Statement”), which description is incorporated herein by reference. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Plan, as amended, which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

Applied Optoelectronics, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders on June 2, 2022. Holders of an aggregate of 27,530,543 shares of the Company’s common stock at the close of business on April 8, 2022 were entitled to vote at the meeting, of which 15,987,060 or 58.07%, of the eligible shares were represented in person or by proxy. The matters voted upon at the meeting and the results of those votes were as follows:

Proposal 1: Election of Class III Directors

	Votes For	Votes Withheld	Broker Non-Votes
Chih-Hsiang Lin	6,168,796	1,078,695	8,739,569
Richard B. Black	6,180,979	1,066,512	8,739,569
Min-Chu (Mike) Chen	6,406,535	840,956	8,739,569

Proposal 2: Ratification of the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022.

Votes For		Votes Against		Votes Abstaining
15,390,606		484,297		112,157

Proposal 3: To approve on an advisory basis, our executive compensation, or the say-on-pay vote.

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
6,237,845		943,023		66,623		8,739,569

Proposal 4: To approve the amendment to the 2021 Equity Incentive Plan.

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
5,922,046		1,223,549		101,896		8,739,569

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

10.1	Applied Optoelectronics, Inc. 2021 Incentive Plan.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.