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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): July 20, 2020

 

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 Target Bonus Program

 

On July 20, 2020, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of NeoPhotonics Corporation (the “Company”) approved a 2020 incentive bonus program (the “2020 Bonus Program”) for the Company’s executive officers and other employees. The Compensation Committee structured target bonuses for the fiscal year 2020 so that payouts would be determined based in part on achievement against corporate objectives, including:

 

  ·   Non-GAAP net income from operations for the fiscal year 2020;

 

  ·   Free cash flow for the fiscal year 2020; and

 

  ·   Completion of research and development product milestones in fiscal year 2020.

 

For target bonuses for the fiscal year 2020, the Compensation Committee established performance goals for each of the above metrics that are aligned with corporate objectives. While these various performance goals were selected, they are merely non-binding guidelines to be used as one factor in determining the actual bonuses earned. For executives other than the chief executive officer, individual performance goals will also be included in the 2020 Bonus Program.

 

It is expected that, in the first quarter of 2021, the Compensation Committee will review the Company’s fiscal year 2020 corporate performance against each of the corporate goals and other aspects of corporate and individual performance to determine any actual bonus awards for performance related to the fiscal year 2020.

 

On July 20, 2020, the Compensation Committee also confirmed that target bonus opportunities for 2020 for the Company’s “named executive officers” would be unchanged from 2019, which are as follows:

 

Named Executive Officer   2020 Target
Bonus
Percentage
 
Timothy S. Jenks, President and Chief Executive Officer   100 %
Elizabeth Eby, Senior Vice President, Finance and Chief Financial Officer   60 %
Dr. Raymond Cheung, Senior Vice President and Chief Operating Officer   60 %
Dr. Wupen Yuen, Senior Vice President, Chief Product Officer and General Manager   60 %
Yang Chiah Yee, Senior Vice President of Global Sales   60 %

 

2

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit No.  Description
    
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3

 

 

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: July 22, 2020 NEOPHOTONICS CORPORATION
   
     
  By: /s/ Elizabeth Eby
    Elizabeth Eby
    Senior Vice President, Finance and Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

4

 

 

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