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): April 6, 2021

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

3081 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))

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, $0.0025 par value	NPTN	New York Stock Exchange

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

2020 Annual Cash Bonus Awards

On April 6, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of NeoPhotonics Corporation (the “Company”) approved final discretionary cash bonus awards payable to certain of the Company’s “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”)) for performance related to the fiscal year 2020 in the amounts set forth below. The awards were made under the Company’s 2020 incentive bonus program (the “2020 Bonus Program”) for the Company’s executive officers and other employees approved by the Compensation Committee in July 2020 and described in the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2020.

Named Executive Officer	Total Earned 2020 Bonus (1)
Timothy S. Jenks, President and Chief Executive Officer	$693,396
Elizabeth Eby, our Senior Vice President, Finance and Chief Financial Officer	290,000
Yang Chiah Yee, our Senior Vice President of Global Sales	290,000
Dr. Raymond Cheung, our Senior Vice President and Chief Operating Officer (2)	290,000
Dr. Wupen Yuen, our Senior Vice President, Chief Product Officer and General Manager	290,000

(1)Includes amounts approved and paid at the end of 2020 that were consistent with the previously disclosed terms of the 2020 Bonus Program.

(2)Dr. Cheung’s 2020 cash bonus is disclosed in the chart above in U.S. dollars. Dr. Cheung’s actual 2020 cash bonus is paid in RMB, the legal currency of the People’s Republic of China.

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.

Date: April 9, 2021	NEOPHOTONICS CORPORATION
	By:	/S/  ELIZABETH EBY
		Elizabeth Eby
		Senior Vice President, Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Cover Page	Apr. 06, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 06, 2021
Entity Registrant Name	NEOPHOTONICS CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35061
Entity Tax Identification Number	94-3253730
Entity Address, Address Line One	3081 Zanker Road
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	408
Local Phone Number	232-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0025 par value
Trading Symbol	NPTN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001227025
Amendment Flag	false