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): November 7, 2024
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Alpha and Omega Semiconductor Limited
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-34717 | | 77-0553536 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
(Address of principal registered offices)
(408) 830-9742
(Registrant’s telephone number, including area code)
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 the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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Title of each class
| Trading Symbol(s)
| Name of each exchange on which registered
|
| Common Shares | AOSL | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07. Submission of Matters to a Vote of Security Holders.
On November 7, 2024, Alpha and Omega Semiconductor Limited (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”) at which shareholders voted on four proposals and cast their votes as described below. Details of the proposals are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 25, 2024. There were present at the Annual Meeting, represented by proxy or in person, holders of 26,182,254 common shares, constituting a quorum.
Proposal 1
The following nine directors were elected to serve on the Board of Directors of the Company (the “Board”) until the 2025 Annual General Meeting of Shareholders or until their respective successors have been duly elected and qualified, as set forth below:
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| DIRECTORS | | FOR | | WITHHELD | | BROKER NON-VOTES |
| Mike F. Chang | | 22,392,997 | | 205,851 | | 3,583,406 |
| Lucas S. Chang | | 22,391,662 | | 207,186 | | 3,583,406 |
| Stephen C. Chang | | 22,506,436 | | 92,412 | | 3,583,406 |
| Claudia Chen | | 22,382,991 | | 215,857 | | 3,583,406 |
| So-Yeon Jeong | | 22,514,728 | | 84,120 | | 3,583,406 |
| Hanqing (Helen) Li | | 22,546,015 | | 52,833 | | 3,583,406 |
| King Owyang | | 22,203,834 | | 395,014 | | 3,583,406 |
| Michael L. Pfeiffer | | 22,445,253 | | 153,595 | | 3,583,406 |
| Michael J. Salameh | | 22,333,938 | | 264,910 | | 3,583,406 |
Proposal 2
The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement, by the following votes:
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| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 22,084,913 | | 498,247 | | 15,688 | | 3,583,406 |
Proposal 3
The Company’s shareholders approved an amendment to and restatement of the Company's 2018 Omnibus Incentive Plan to increase the number of common shares authorized for issuance under such plan, by the following votes:
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| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES | | UNCAST |
| 21,639,818 | | 948,615 | | 10,415 | | 3,583,406 | | — |
Proposal 4
The Company’s shareholders ratified and approved the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm, and authorized the Board, acting through its audit committee, to determine the remuneration of such accounting firm, for the fiscal year ending June 30, 2025, by the votes set forth below:
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| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES | | UNCAST |
| 26,162,007 | | 15,732 | | 4,515 | | — | | — |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 12, 2024
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| Alpha and Omega Semiconductor Limited |
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| By: | | /s/ Yifan Liang |
| Name: | | Yifan Liang |
| Title: | | Chief Financial Officer and Corporate Secretary |
