Navitas Semiconductor Corp 10-Q

Item 5. Other Information. 2022 Annual Stockholder Meeting 39 We are planning to hold our 2022 annual meeting of stockholders on November 10, 2022. Although we are announcing the meeting date in this report, we have not yet given notice of the meeting. Additional details on the time and place of the meeting, including instructions to attend the meeting on-line, will be provided in the notice of meeting and proxy materials for the meeting. For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to stockholders at our 2022 annual meeting of stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934 and our bylaws. Such proposals must be received at our offices at 2101 East El Segundo Blvd., Suite 205, El Segundo, CA 90245, within a reasonable time before we begin to print and send proxy materials for the meeting. We currently expect to begin to print and send proxy materials for the meeting on or about September 15, 2022. In addition, our amended and restated bylaws provide notice procedures for stockholders to propose business to be considered by stockholders at a meeting. To be timely, a stockholder’s notice must be received by the secretary of the company at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day prior to such annual meeting and no later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date such meeting is first made. Assuming the 2022 annual meeting of stockholders is held on November 10, 2022 as planned, this means that a stockholder’s notice to propose business at the meeting must be received by the secretary as provided above no later than August 22, 2022. The chairman of the board may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures. Further, our amended and restated bylaws provide notice procedures for stockholders to nominate a person as a director to be considered by stockholders at a meeting. To be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the company, in the case of an annual meeting not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual meeting), notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting was first made. Assuming the 2022 annual meeting of stockholders is held on November 10, 2022 as planned, this means that a stockholder’s notice to nominate a person as a director must be received by the secretary as provided above no later than August 22, 2022. The chairman of the board may refuse to acknowledge the introduction of any stockholder nomination not made in compliance with the foregoing procedures. 40 Item 6. Exhibits. EXHIBIT INDEX Exhibit Description 10.1 † Employment agreement with Ron Sh elton, dated May 17, 2022 31.1* Section 302 Certification of the Chief Executive Officer 31.2* Section 302 Certification of the Chief Financial Officer 32.1** Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document _____________________________________________ † Management contract or compensatory arrangement. * Filed herewith. ** Furnished herewith. 41 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 thereunto duly authorized. NAVITAS SEMICONDUCTOR CORPORATION By: /s/ Gene Sheridan Gene Sheridan President and Chief Executive Officer Date: August 15, 2022 NAVITAS SEMICONDUCTOR CORPORATION By: /s/ Ron Shelton Ron Shelton Chief Financial Officer (principal financial and accounting officer) Date: August 15, 2022 42