8-K/A

Coherent Corp.

Date: November 14, 2022

/s/ Ronald Basso

Ronald Basso

Chief Legal and Compliance Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): November 9, 2023

Coherent Corp.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania

001-39375

25-1214948

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056

(Address of Principal Executive Offices) (Zip Code)

(724) 352-4455

(Registrant’s telephone number, including area code)

Not Applicable

(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 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, no par value	COHR	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). ☐

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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed on November 13, 2023 (the “Original 8-K”) by Coherent Corp. (the “Company”). The Original 8-K was filed, in part, to report the results of the matters submitted to a vote at the Company’s 2023 Annual Meeting of Shareholders held on November 9, 2023 (the “Annual Meeting”). The Original 8-K incorrectly announced some of the vote tallies (the “Vote Tallies”) for the proposals listed therein. The purpose of this Amendment is to disclose the corrected Vote Tallies and, to do so, the Company has amended and restated Item 5.07 of the Original 8-K below. Note, however, that although the Vote Tallies need to be amended, the ultimate outcomes of those votes remain unchanged. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original 8-K, and this Amendment should be read in conjunction with the Original 8-K.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) As of September 11, 2023, the record date for the Annual Meeting (the “Record Date”), there were 151,411,359 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 (“Series B-1 Preferred Stock”), and 140,000 shares of the Company’s Series B-2 Convertible Preferred Stock, no par value (“Series B-2 Preferred Stock”), 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 153,324,104 votes outstanding, representing approximately 86% 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 Joseph J. Corasanti, Patricia Hatter, Stephan A. Skaggs and Sandeep Vij as Class Three Directors to serve until the Company’s 2026 annual meeting of shareholders or until their respective successors are duly elected and qualified (“Proposal 1”). Proposal 1 received the following votes:

Joseph J. Corasanti

For

Against

Abstain

Broker

Non-Votes

119,707,898

20,756,714

525,132

12,334,360

Patricia Hatter

For

Against

Abstain

Broker

Non-Votes

133,766,980

6,695,625

527,139

12,334,360

Stephan A. Skaggs

For

Against

Abstain

Broker

Non-Votes

138,520,367

1,935,894

533,483

12,334,360

Sandeep Vij

For

Against

Abstain

Broker

Non-Votes

137,465,311

2,991,281

533,152

12,334,360

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 2023, as disclosed in the 2023 Proxy Statement (“Proposal 2”). Proposal 2 received the following votes:

For

Against

Abstain

Broker

Non-Votes

132,041,855

8,625,683

322,206

12,334,360

At the Annual Meeting, the Company’s shareholders approved (on a non-binding advisory basis) one year as the frequency of future non-binding advisory shareholder votes on the compensation paid to our named executive officers, as disclosed in the 2023 Proxy Statement (“Proposal 3”). Proposal 3 received the following votes:


1 Year	2 Years	3 Years	Abstain
137,922,424	297,555	2,059,829	709,936

In accordance with the recommendation of the Company’s Board of Directors on this matter and these voting results, the Company has determined to hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers each year until the next shareholder vote on the frequency of such non-binding advisory votes. A shareholder vote on the frequency of such non-binding advisory votes is required to be held at least once every six years.

At the Annual Meeting, the Company’s shareholders approved the amendment and restatement of the 2018 Omnibus Incentive Plan, as disclosed in the 2023 Proxy Statement (“Proposal 4”). Proposal 4 received the following votes:

For

Against

Abstain

Broker

Non-Votes

133,564,506

7,264,411

160,827

12,334,360

At the Annual Meeting, the Company’s shareholders approved the amendment and restatement of the 2018 Employee Stock Purchase Plan, as disclosed in the 2023 Proxy Statement (“Proposal 5”). Proposal 5 received the following votes:

For

Against

Abstain

Broker

Non-Votes

139,483,147

1,430,927

75,670

12,334,360

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, 2024 (“Proposal 6”). Proposal 6 received the following votes:

For

Against

Abstain

Broker

Non-Votes

150,512,791

1,659,060

1,152,253

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