Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 19, 2022, Mr. Craig Dunham notified LightPath Technologies, Inc.
(the "Company," "we," "us," or "our") of his resignation as a director effective
immediately. Mr. Dunham has served as one of the Company's directors since 2016.
Mr. Dunham's departure is not due to any disagreement with the Company. As
disclosed in the Company's Definitive Proxy Statement filed on Schedule 14A on
September 26, 2022, Mr. Dunham had elected to defer receipt of certain vested
restricted stock unit shares until after leaving the Board of Directors. These
restricted stock unit shares were awarded as part of his annual director
compensation beginning in 2014, including compensation he received as a
consultant to the Board of Directors; the related compensation expense was
recognized in the Company's financial statements each period as the compensation
was earned and the shares were included in the weighted average diluted number
of shares used to calculate the Company's earnings per share, as appropriate.
Accordingly, Mr. Dunham will be issued 278,863 shares of the Company's Class A
Common Stock.
On November 23, 2022, Mr. Sohail Khan also notified the Company of his
resignation as a director effective immediately. Mr. Khan has served as one of
the Company's directors since 2005. Mr. Khan's departure is not due to any
disagreement with the Company. As disclosed in the Company's Definitive Proxy
Statement filed on Schedule 14A on September 26, 2022, Mr. Khan had elected to
defer receipt of certain vested restricted stock unit shares until after leaving
the Board of Directors. These restricted stock unit shares were awarded as part
of his annual director compensation beginning in 2005; the related compensation
expense was recognized in the Company's financial statements each period as the
compensation was earned and the shares were included in the weighted average
diluted number of shares used to calculate the Company's earnings per share, as
appropriate. Accordingly, Mr. Khan will be issued 503,309 shares of the
Company's Class A Common Stock.
LightPath's Chairman of the Company's Board of Directors, Louis Leeburg, along
with the other directors and the executive management team recognize Mr. Dunham
and Mr. Khan's dedication and many contributions to the Company and wish them
well in their future endeavors.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 17, 2022, the Company held its Annual Meeting of Stockholders (the
"Meeting"). A total of 27,071,929 shares of Class A common stock were issued and
outstanding as of the record date of the Meeting, September 21, 2022, and a
total of 16,959,654 shares of Class A common stock were present or represented
by proxy and voted at the Meeting, constituting a quorum. The following
proposals, as described in greater detail in our Definitive Proxy Statement,
which was filed with the Securities and Exchange Commission on September 26,
2022 (the "Proxy Statement") were voted on at the Meeting:
Proposal 1 - To elect Class I directors to the Company's Board of Directors. Our
stockholders duly elected Dr. Menaker and Ms. Peck by at least a plurality of
the votes cast, to serve until his or her successor is elected and qualified or
until his earlier resignation or removal. The results of the voting were as
follows:
For Withheld Broker Non-Votes
Joseph Menaker 8,712,179 1,899,144 6,348,331
Darcie Peck 10,225,443 385,880 6,348,331
2
Proposal 2 - To approve an amendment to the Omnibus Plan (the "Plan") to
increase the shares available for future grants under the Plan Our stockholders
approved such amendment to the Plan. The results of the voting were as follows:
For Against Abstain Broker Non-Votes
9,671,495 843,641 96,187 6,348,331
Proposal 3 - To hold a stockholder advisory vote on the compensation of our
named executive officers disclosed in the Proxy Statement under the section
titled "Executive Compensation," including the compensation tables and other
narrative executive compensation disclosures therein, required by Item 402 of
Securities and Exchange Commission Regulation S-K. Our stockholders approved, on
a non-binding, advisory basis, the executive compensation of the Company's named
executive officers. The results of the voting were as follows:
For Against Abstain Broker Non-Votes
8,459,981 1,902,382 248,960 6,348,331
Proposal 4 - To ratify the selection of MSL, P.A. as the Company's independent
registered public accounting firm. Our stockholders ratified the selection of
MSL, P.A. as our independent registered public accounting firm. The results of
the voting were as follows:
For Against Abstain Broker Non-Votes
16,596,828 341,343 21,483 0
3
© Edgar Online, source Glimpses