Applied Optoelectronics Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Applied Optoelectronics, Inc. is holding its Annual Meeting of Stockholders on June 6, 2024, to vote on director elections, auditor ratification, executive compensation, and equity incentive plans.</b>

AI Summary

APPLIED OPTOELECTRONICS, INC. (AAOI) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. Annual Meeting scheduled for June 6, 2024, at 9:30 a.m. Central Time. Meeting to be held at the principal office: 13139 Jess Pirtle Blvd., Sugar Land, TX 77478. Key agenda items include election of two Class II directors, ratification of Grant Thornton LLP as independent auditor, and advisory votes on executive compensation. Stockholders will vote on the frequency of advisory votes on executive compensation. Approval sought for the 2021 Equity Incentive Plan, as amended, to increase share reserve by 2,000,000 shares and for excess performance-vesting RSUs granted to CEO in 2023.

Why It Matters

For investors and stakeholders tracking APPLIED OPTOELECTRONICS, INC., this filing contains several important signals. Stockholders have the opportunity to influence corporate governance through director elections and advisory votes on executive compensation. The proposed amendments to the 2021 Equity Incentive Plan and the approval of CEO's performance-vesting RSUs could impact future share dilution and executive incentives.

Risk Assessment

Risk Level: low — APPLIED OPTOELECTRONICS, INC. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial or operational disclosures that would indicate significant risk.

Analyst Insight

Stockholders should review the proxy materials carefully to make informed voting decisions on director nominees, executive compensation, and equity plan proposals.

Key Numbers

• June 6, 2024 — Annual Meeting Date (Date of the Annual Meeting of Stockholders)
• 9:30 a.m. Central Time — Meeting Time (Time of the Annual Meeting)
• 13139 Jess Pirtle Blvd., Sugar Land, TX 77478 — Meeting Location (Principal office address for the meeting)
• two — Directors to Elect (Number of Class II directors to be elected)
• 2024 — Fiscal Year (Fiscal year for which Grant Thornton LLP is appointed auditor)
• 2021 — Equity Plan Year (Year of the Equity Incentive Plan)
• 2,000,000 — Additional Shares (Increase in shares reserved under the equity plan)
• 2023 — CEO RSU Grant Year (Year of performance-vesting restricted stock units granted to CEO)

Key Players & Entities

• APPLIED OPTOELECTRONICS, INC. (company) — Registrant and Company Name
• Grant Thornton LLP (company) — Independent registered public accounting firm
• June 6, 2024 (date) — Annual Meeting date
• 2024 (date) — Fiscal year for auditor ratification
• 2021 (date) — Equity Incentive Plan year
• 2023 (date) — Year of CEO's RSU grant
• 2,000,000 (dollar_amount) — Increase in shares for equity plan

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Equity Incentive Plan Dilution [medium — financial]: Increasing the number of shares reserved under the equity plan could lead to future dilution for existing stockholders.
• Meeting Attendance and Participation [low — operational]: Ensuring sufficient stockholder participation and representation at the annual meeting is crucial for valid voting.

Key Dates

• 2024-06-06: Annual Meeting of Stockholders — Key date for voting on corporate matters.
• 2024-04-26: Filing Date — Date the Definitive Proxy Statement was filed with the SEC.

Filing Documents

• tm242667d4_def14a.htm (DEF 14A) — 1707KB
• bc_netincome-pn.jpg (GRAPHIC) — 56KB
• bc_tsr-pn.jpg (GRAPHIC) — 64KB
• lg_aoi-pn.jpg (GRAPHIC) — 13KB
• pc_ceoneo-pn.jpg (GRAPHIC) — 33KB
• px_24aoiproxy01pg01-bw.jpg (GRAPHIC) — 302KB
• px_24aoiproxy01pg02-bw.jpg (GRAPHIC) — 197KB
• sg_chihhsianglin-bw.jpg (GRAPHIC) — 5KB
• sg_davidku-bw.gif (GRAPHIC) — 3KB
• 0001104659-24-052897.txt (&nbsp;) — 4412KB
• aaoi-20231231.xsd (EX-101.SCH) — 8KB
• aaoi-20231231_def.xml (EX-101.DEF) — 6KB
• aaoi-20231231_lab.xml (EX-101.LAB) — 24KB
• aaoi-20231231_pre.xml (EX-101.PRE) — 5KB
• tm242667d4_def14a_htm.xml (XML) — 286KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 63 Stockholder Proposals or Nominations to Be Presented at Next Annual Meeting 64 Transaction of Other Business 65 Householding 65 TABLE OF CONTENTS APPLIED OPTOELECTRONICS, INC. 13139 Jess Pirtle Blvd., Sugar Land, TX 77478 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2024 The Board of Directors (the "Board") of Applied Optoelectronics, Inc. (the "Company") is soliciting your proxy for the 2024 Annual Meeting of Stockholders to be held on June 6, 2024, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and related materials are first being made available to stockholders beginning on April 26, 2024. A Notice of Internet Availability of Proxy Materials indicating how to access our proxy materials over the Internet will be sent, or given, to stockholders beginning on April 26, 2024. References in this Proxy Statement to the "Company," "we," "our," "us" and "Applied Optoelectronics" are to Applied Optoelectronics, Inc. and its consolidated subsidiaries, and references to the "Annual Meeting" are to the 2024 Annual Meeting of Stockholders. This Proxy Statement covers our 2023 fiscal year, which was from January 1, 2023 through December 31, 2023 ("fiscal 2023"). Certain information contained in this Proxy Statement is incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed by the Company with the U.S. Securities and Exchange Commission ("SEC") on February 23, 2024 (the "Annual Report"). SOLICITATION AND VOTING Record Date Only stockholders of record of common stock at the close of business on April 12, 2024 will be entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. As of this record date there were 38,729,537 shares of common stock outstanding a

View Full Filing

View this DEF 14A filing on SEC EDGAR