APPLIED OPTOELECTRONICS, INC. 8-K

What Happened

• Applied Optoelectronics, Inc. announced that at its June 4, 2026 Annual Meeting shareholders approved a new 2026 Equity Incentive Plan, which became effective immediately following the meeting. The 2026 Plan authorizes an additional 2,500,000 shares of common stock and replaces the company’s prior 2013 and 2021 equity plans. The Board or its Compensation Committee will administer the plan and may grant options, restricted stock, stock units, performance awards, stock appreciation rights and other equity- or cash-based awards.
• At the same meeting shareholders re-elected two Class I directors (Che‑Wei Lin and Robert (Bob) Flanagan) and voted on other routine matters including ratification of PricewaterhouseCoopers LLP as independent auditor and a non-binding “say-on-pay” advisory vote.

Key Details

• Shareholder turnout: 51,375,083 shares represented (64.18%) of 80,047,663 shares outstanding (record date April 10, 2026).
• 2026 Plan vote: 34,862,167 For; 3,780,336 Against; 252,605 Abstain; 12,479,975 Broker Non-Votes.
• Director elections: Che‑Wei Lin — 35,667,619 For / 3,227,489 Withheld (12,479,975 broker non-votes); Robert Flanagan — 37,970,404 For / 924,704 Withheld (12,479,975 broker non-votes).
• Auditor ratification: PwC ratified — 51,297,379 For; 38,044 Against; 39,660 Abstain. Say-on-pay (advisory): 38,001,385 For; 672,239 Against; 221,484 Abstain (12,479,975 broker non-votes).

Why It Matters

• The approved 2026 Equity Incentive Plan creates a pool of shares the company can use to compensate employees, officers, directors and consultants, which may affect future dilution and executive incentives. The plan’s replacement of prior plans centralizes future equity awards under the new terms.
• The voting results show majority shareholder support for the plan and corporate governance proposals (including auditor ratification), while broker non-votes and dissent counts indicate some shares were not voted on certain matters. Investors should watch future disclosures for grants under the new plan and any potential dilution from award issuances.