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): March 2, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (978 ) 656-2500
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 exchange on which registered | ||||||
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 2, 2023, MACOM Technology Solutions Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (the “Amendment”).
The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on March 6, 2023 (the “Certificate of Amendment”). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 2, 2023, the Company held its Annual Meeting in Chelmsford, Massachusetts. The results of the matters submitted to a vote of the stockholders at the Annual Meeting were as follows:
Proposal 1: The nominees for election as Class II directors to serve until the 2026 Annual Meeting of Stockholders and thereafter until their successors are duly elected and qualified, were elected based upon the following votes:
| Name of Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Charles Bland | 30,399,164 | 36,309,450 | 2,438,531 | |||||||||||||||||
| Stephen Daly | 46,986,372 | 19,722,242 | 2,438,531 | |||||||||||||||||
| Susan Ocampo | 43,744,851 | 22,963,763 | 2,438,531 | |||||||||||||||||
Proposal 2: The compensation of the Company’s named executive officers for fiscal year 2022 was approved, on a non-binding, advisory basis, based on the following votes:
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||||||||
| 64,733,745 | 1,938,407 | 36,462 | 2,438,531 | |||||||||||||||||
Proposal 3: The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 29, 2023 was approved based on the following votes:
Votes For | Votes Against | Votes Abstaining | ||||||||||||
| 68,585,244 | 527,402 | 34,449 | ||||||||||||
Proposal 4: The proposal to amend the Company’s Fifth Amended and Restated Certificate of Incorporation was approved based on the following votes:
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||||||||
| 59,813,229 | 6,827,594 | 67,791 | 2,438,531 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 3.1 | |||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | ||||
SIGNATURES
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.
| MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. | ||||||||||||||||||||
| Dated: March 7, 2023 | By: | /s/ Ambra R. Roth | ||||||||||||||||||
| Ambra R. Roth | ||||||||||||||||||||
| Senior Vice President, General Counsel, Human Resources and Secretary | ||||||||||||||||||||
CERTIFICATE OF AMENDMENT
TO THE
FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.
MACOM Technology Solutions Holdings, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Fifth Amended and Restated Certificate of Incorporation of the Corporation (the “Fifth Amended and Restated Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware on June 1, 2016.
2. This Certificate of Amendment was duly adopted by the Board of Directors of the Corporation and by the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
3. The Fifth Amended and Restated Certificate of Incorporation is hereby amended by adding Article X to read in its entirety as follows:
“ARTICLE X: LIMITATION OF OFFICER LIABILITY
To the fullest extent that the DGCL or any other law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of officers, no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer. No amendment to, or modification or repeal of this Article X, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article X, shall adversely affect any right or protection of an officer existing hereunder with respect to any act or omission occurring prior to such amendment, modification, repeal or adoption of an inconsistent provision.”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer this 2nd day of March, 2023.
| MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. | |||||
| By: | /s/Stephen G. Daly | ||||
| Stephen G. Daly | |||||
| President and Chief Executive Officer | |||||