Coherent Corp. Files 8-K on Officer/Director Changes & Shareholder Votes
Ticker: COHR · Form: 8-K · Filed: Nov 18, 2024 · CIK: 820318
Sentiment: neutral
Topics: governance, officer-appointment, director-election, shareholder-vote
TL;DR
Coherent Corp. 8-K: Leadership changes, officer appointments, and shareholder votes filed Nov 14.
AI Summary
Coherent Corp. filed an 8-K on November 18, 2024, reporting events as of November 14, 2024. The filing covers the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. It also includes the submission of matters to a vote of security holders and financial statements/exhibits.
Why It Matters
This filing provides crucial updates on the company's leadership and governance, which can impact strategic direction and investor confidence.
Risk Assessment
Risk Level: low — This is a routine corporate filing detailing standard governance and personnel matters.
Key Numbers
- 001-39375 — SEC File Number (Identifies the specific SEC filing for Coherent Corp.)
- 25-1214948 — IRS Employer Identification No. (Tax identification number for Coherent Corp.)
Key Players & Entities
- Coherent Corp. (company) — Registrant
- Pennsylvania (location) — State of Incorporation
- 375 Saxonburg Boulevard (location) — Principal Executive Offices Address
- Saxonburg (location) — City of Principal Executive Offices
- 16056 (location) — Zip Code of Principal Executive Offices
FAQ
What specific officer or director positions were affected by the changes reported in this 8-K?
The filing indicates "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers" but does not specify names or exact positions within this summary.
Were there any significant compensatory arrangements for officers detailed in this filing?
The filing lists "Compensatory Arrangements of Certain Officers" as an item covered, but specific details are not provided in the summary.
What matters were submitted to a vote of security holders?
The filing states "Submission of Matters to a Vote of Security Holders" as an item, but the specific proposals are not detailed in the provided text.
Does this 8-K include any updated financial statements?
Yes, the filing includes "Financial Statements and Exhibits" as an item.
What is the reporting date for the earliest event mentioned in this 8-K?
The date of the earliest event reported is November 14, 2024.
Filing Stats: 930 words · 4 min read · ~3 pages · Grade level 11.3 · Accepted 2024-11-15 18:29:30
Filing Documents
- d695449d8k.htm (8-K) — 46KB
- d695449dex101.htm (EX-10.1) — 92KB
- 0001193125-24-260003.txt ( ) — 281KB
- cohr-20241114.xsd (EX-101.SCH) — 3KB
- cohr-20241114_lab.xml (EX-101.LAB) — 17KB
- cohr-20241114_pre.xml (EX-101.PRE) — 11KB
- d695449d8k_htm.xml (XML) — 3KB
From the Filing
8-K 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 14, 2024 Coherent Corp. (Exact name of registrant as specified in its charter) Pennsylvania 001-39375 25-1214948 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 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). 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. Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Coherent Corp. (the "Company") held its Annual Meeting of Shareholders on November 14, 2024 (the "Annual Meeting"). At the Annual Meeting the Company's shareholders approved the amendment and restatement of the Coherent Corp. Omnibus Incentive Plan (the "Plan") primarily to add additional shares to be available for awards. A summary of the Plan was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 4, 2024 (the "Proxy Statement"), under the section titled "Approval of the Amendment and Restatement of the Coherent Corp. Omnibus Incentive Plan (Proposal 3)" and is incorporated herein by reference. The summary of the Coherent Corp. Omnibus Incentive Plan is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Item5.07. Submission of Matters to a Vote of Security Holders. (a) As of September 11, 2024, the record date for the Annual Meeting (the "Record Date"), there were 154,407,926 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, and 140,000 shares of the Company's Series B-2 Convertible Preferred Stock, no par value, 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 183,252,523 votes outstanding, representing approximately 90.11% 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 James R. Anderson, Michael L. Dreyer, Stephen Pagliuca, Elizabeth A. Patrick, and Howard H. Xia as Class One Directors to serve until the Company's 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified ("Proposal 1"). Proposal 1 received the following votes: James R. Anderson For Against Abstain Broker Non-Votes 155,473,545 371,835 93,072 9,191,440 Michael L. Dreyer For Against Abstain Broker Non-Votes 122,237,800 33,591,365 109,287 9,191,440 Stephan Pagliuca For Against Abstain Broker Non-Votes 138,149,390 17,672,313 116,749 9,191,440 Elizabeth A. Patrick For Against Abstain Broker Non-Votes 149,312,988 6,453,652 171,812 9,191,440 Howard H. Xia For Against Abstain Broker Non-Votes 805,826 5,476,237 112,493 9,191,440 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 2024, as disclosed