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 725, 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 2.02 ~~DEPARTURE~~ RESULTS OF ~~DIRECTORS~~OPERATIONS ORAND ~~CERTAIN~~FINANCIAL ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.~~CONDITION

On July 25, 2022, ~~Target~~the ~~Bonus~~Company ~~Program~~issued a press release regarding the Company’s financial results for the second quarter ended June 30, 2022. A copy of the Company’s press release is furnished and attached as Exhibit 99.1 to this Form 8-K.

OnThe ~~June~~information 30contained in this Item 2.02, ~~2022~~including Exhibit 99.1 hereto, ~~the~~shall ~~Compensation~~not ~~Committee~~be ~~(the~~deemed “~~Compensation Committee~~filed”) for purposes of Section 18 of the ~~Board~~Securities ofExchange ~~Directors~~Act of ~~NeoPhotonics~~1934, ~~Corporation~~as amended (the “~~Company~~Exchange Act”), ~~approved~~or subject to the liabilities of that Section or Sections 11 and 12(a)(2) ~~2022~~of ~~incentive~~the ~~bonus~~Securities ~~program~~Act of 1933, as amended (the “~~2022~~Securities ~~Bonus Program~~Act”), ~~for~~and ~~the~~shall ~~Company’s~~not ~~executive~~be ~~officers~~incorporated ~~and~~by reference in any registration statement or other ~~employees. The~~document ~~Compensation~~filed ~~Committee~~under ~~structured~~the ~~target~~Securities ~~bonuses~~Act ~~for~~or the ~~fiscal~~Exchange ~~year~~Act, ~~2022~~whether somade ~~that~~before ~~payouts~~or ~~would~~after bethe ~~determined~~date ~~based~~hereof, inregardless ~~part~~of onany ~~achievement~~general ~~against~~incorporation ~~corporate~~language ~~objectives~~in such filings, ~~including:~~except as shall be expressly set forth by specific reference in such a filing.

~~•Non-GAAP~~ITEM 9.01 FINANCIAL ~~net~~STATEMENTS ~~income~~AND ~~from operations for the fiscal year 2022;~~EXHIBITS.

~~•Free cash flow for the fiscal year 2022; and~~(d) Exhibits.

•Completion of research and development product milestones in fiscal year 2022.


Exhibit Number			Description

99.1			Press Release issued by NeoPhotonics Corporation on July 2 5 , 2022, regarding the Company’s financial results for the second quarter ended June 30, 2022.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

For target bonuses for the fiscal year 2022, the Compensation Committee established performance goals for each of the above metrics that are aligned with corporate objectives that were previously established in the first quarter. 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 2022 Bonus Program.

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: July 7, 2022	NEOPHOTONICS CORPORATION
Date: July 25, 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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