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--08-31
0001333822
0001333822
2024-08-29
2024-08-29
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):
August 29, 2024
SEMILEDS CORPORATION
(Exact name of registrant as specified in charter)
Delaware 001-34992 20-2735523
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3F, No.11 Ke Jung Rd., Chu-Nan Site 350
,
Hsinchu Science Park, Chu-Nan 350
,
Miao-Li County
,
Taiwan
, R.O.C.
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: +
886
-
37-586788
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 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 $0.0000056 LEDS The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 29, 2024, SemiLEDs Corporation (the "Company") amended its Amended
and Restated Certificate of Incorporation, as amended, to increase the number
of authorized share of common stock from 7,500,000 to 15,000,000, and to
include an officer exculpation provision. The amendment was approved by the
Company's board of directors on July 3, 2024 and by the Company's shareholders
on August 29, 2024.
The description of the amendment set forth above is qualified by reference to
the full text of the Company's Certificate of Amendment to the Amended and
Restated Certificate of Incorporation, a copy of which is being filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 29, 2024, the SemiLEDs Corporation (the "Company") held its 2024
Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting,
holders of the Company's common stock voted on seven proposals: (1) election
of five directors to hold office until the 2025 Annual Meeting of
Stockholders; (2) ratification of the appointment of KCCW Accountancy Corp. as
the Company's independent registered public accounting firm for the fiscal
year ending August 31, 2024; (3)
advisory vote on compensation of the Company's named executive officers
; (4) advisory vote on the frequency of holding future advisory votes on
executive compensation; (5) approve the amendment of the restated certificate
of incorporation to increase the number of authorized shares of common stock
from 7,500,000 to 15,000,000; (6) approval of the issuance of shares of the
Company's common stock to repay a Loan Agreement with Mr. Trung Doan; and (7)
approve the amendment of the restated certificate of incorporation to include
an officer exculpation provision.
The final votes cast on the seven proposals were as follows:
Proposal 1
:
The following individuals were elected to serve as directors of the Company
for a one-year term ending with the 2025 Annual Meeting of Stockholders by the
votes set forth in the following table:
Votes For Votes Withheld Broker
Non-Votes
Trung T. Doan 3,845,088 22,921 973,532
Walter Michael Gough 3,845,251 22,758 973,532
Dr. Edward Hsieh 3,844,183 23,826 973,532
Scott R. Simplot 3,807,595 60,414 973,532
Dr. Chris Chang Yu 3,844,336 23,673 973,532
Proposal 2
:
The appointment of KCCW Accountancy Corp. as the Company's independent
registered public accounting firm for the fiscal year ending August 31, 2024
was ratified by the votes set forth in the following table:
Votes For Votes Against Abstain Broker
Non-Votes (1)
4,687,767 146,093 7,681 0
(1)
This proposal constituted a routine matter. Therefore, brokers were permitted
to vote on this proposal without receipt of instructions from beneficial
owners.
2
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Proposal 3
:
The stockholders approved, on an advisory (non-binding) basis, the
compensation of the Company's named executive officers, by the votes set forth
in the following table:
Votes For Votes Against Abstain Broker
Non-Votes
3,818,701 45,986 3,322 973,532
Proposal 4
:
The stockholders approved, on an advisory (non-binding) basis, the frequency
of holding future advisory votes on executive compensation every three years,
by the votes set forth in the following table:
Votes For Votes For Votes For Abstain Broker
One year Two years Three years Non-Votes
73,800 1,979 3,779,661 12,569 973,532
Accordingly, the Company will hold an advisory vote for every three years.
Proposal 5
:
The stockholders approved the amendment of the restated certificate of
incorporation to increase the number of authorized shares of common stock from
7,500,000 to 15,000,000, by the votes set forth in the following table:
Votes For Votes Against Abstain Broker
Non-Votes
4,517,094 318,001 6,446 0
Proposal 6
:
The stockholders approved the issuance of shares of the Company's common stock
to repay a Loan Agreement with Mr. Trung Doan, by the votes set forth in the
following table:
Votes For Votes Against Abstain Broker
Non-Votes
3,822,773 30,015 15,221 973,532
Proposal 7
:
The stockholders approved the amendment of the restated certificate of
incorporation to include an officer exculpation provision, by the votes set
forth in the following table:
Votes For Votes Against Abstain Broker
Non-Votes
3,791,174 74,579 2,256 973,532
3
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
No.
3.1 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of SemiLEDs Corporation dated August 29, 2024.
4
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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 thereunto duly authorized.
Date: August 29, 2024
SemiLEDs Corporation
By: /s/ Christopher Lee
Name: Christopher Lee
Title: Chief Financial Officer
5
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT TO THE AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF SEMILEDS CORPORATION
The undersigned, Trung Tri Doan, hereby certifies that:
1. He is the duly elected and acting Chief Executive Officer of SemiLEDs
Corporation, a Delaware corporation.
2. The Certificate of Incorporation of this corporation was originally filed
with the Delaware Secretary of State on January 4, 2005.
3. Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, this Certificate of Amendment of Restated Certificate of
Incorporation amends and restates the second paragraph of Article IV of this
corporations Certificate of Incorporation to read as follows:
(A) the Corporation is authorized to issue two classes of stock to be
designated, respectively, Common Stock and Preferred Stock. The total number
of shares which the Corporation is authorized to issue is 15,000,000 shares,
consisting of 15,000,000 shares of Common Stock, par value $0.0000056 per
share, and no shares of Preferred Stock, par value $0.0000056 per share.
4. Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, this Certificate of Amendment of Restated Certificate of
Incorporation amends and restates the first paragraph of Article XII of this
corporations Certificate of Incorporation to read as follows:
(A) To the fullest extent permitted by the DGCL as the same exists or as may
hereafter be amended, no director or officer of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director or officer. If the DGCL is
hereafter amended to authorize corporate action further limiting or
eliminating the personal liability of directors or officers, then the
liability of the directors or officers of the Corporation shall be limited or
eliminated to the fullest extent permitted by the DGCL, as so amended from
time to time.
5. The foregoing Certificate of Amendment has been duly adopted by this
corporations Board of Directors and stockholders in accordance with the
applicable provisions of Sections 228 and 242 of the General Corporation Law
of the State of Delaware.
Executed August 29, 2024.
/s/ Trung Tri Doan
Trung Tri Doan
Chief Executive Officer
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