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): ~~June~~July 27, 2022

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.~~07 Submission~~02 DEPARTURE ofOF ~~Matters~~DIRECTORS toOR aCERTAIN ~~Vote~~OFFICERS; ofELECTION ~~Security~~OF ~~Holders~~DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~The~~ 2022 ~~Annual~~Target ~~Meeting~~Bonus was held on June 2, 2022. Proxies for the meeting were solicited by NeoPhotonics Corporation's (the "Company") Board of Directors (the "Board") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitations. At the Annual Meeting, 53,468,777 common shares were represented in person or by proxy. The final votes on the proposals presented at the meeting were as follows: Program

~~Proposal~~On 1:June 30, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of NeoPhotonics Corporation (the “Company”) approved a 2022 incentive bonus program (the “2022 Bonus Program”) for the Company’s executive officers and other employees. The Compensation Committee structured target bonuses for the fiscal year 2022 so that payouts would be determined based in part on achievement against corporate objectives, including:

~~Kimberly~~•Non-GAAP Y.net ~~Chainey,~~income ~~Rajiv~~from ~~Ramaswami~~operations ~~PhD,~~for ~~and Ihab Tarazi were elected as Class III directors to hold office until~~ the ~~2025~~fiscal ~~Annual~~year ~~Meeting of the Company's stockholders by the following vote:~~ 2022;

Nominee	For	Withheld	Broker Non-Votes
Kimberly Y. Chainey	34,722,302	1,275,039	7,546,757
Rajiv Ramaswami PhD	35,835,698	161,643	7,546,757
Ihab Tarazi	35,901,487	95,854	7,546,757

•Free cash flow for the fiscal year 2022; and

~~Proposal~~•Completion 2:of research and development product milestones in fiscal year 2022.

~~The~~For ~~selection~~target bybonuses for the ~~Audit~~fiscal year 2022, the Compensation Committee established performance goals for each of the ~~Board~~above ofmetrics ~~BDO~~that ~~USA,~~are ~~LLP~~aligned aswith corporate objectives that were previously established in the ~~Company’s~~first ~~independent~~quarter. While ~~registered~~these ~~public~~various ~~accounting~~performance ~~firm~~goals ~~for~~were selected, they are merely non-binding guidelines to be used as one factor in determining the ~~fiscal~~actual ~~year~~bonuses ~~ending~~earned. For ~~December~~executives 31other than the chief executive officer, ~~2022~~individual ~~was~~performance ~~ratified~~goals bywill also be included in the ~~following~~2022 ~~vote:~~Bonus Program.

For						Against						Abstain						Broker Non-Votes
43,386,445						135,399						22,254						0

The Compensation Committee did not make any changes to the target bonus percentages for the Company’s “named executive officers” from 2021, which are as follows:


Named Executive Officer	2022 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	%
Bradford Wright, Senior Vice President Global Sales	60	%
Dr. Wupen Yuen, Senior Vice President, Chief Product Officer and General Manager	60	%

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: June 6, 2022	NEOPHOTONICS CORPORATION
Date: July 7, 2022	NEOPHOTONICS CORPORATION
	By:	/S/ ELIZABETH EBY
		Elizabeth Eby
		Senior Vice President, Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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