What changed in this filing

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Item 5. Other Information

2022-11-14 compared with 2022-08-15 · 28 added, 27 removed, 20 unchanged (73% of the section changed)

Other Information.

2022 Annual Stockholder Meeting

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.

Submission of Matters to a Vote of Security Holders.

At our 2022 annual stockholders’ meeting on November 10, 2022, stockholders approved the three proposals listed below, each of which is described in more detail in our definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on September 30, 2022 (our “2022 Proxy Statement”).

The voting results for each of these proposals are set forth below.

(i) The stockholders reelected Gene Sheridan and Dan Kinzer to serve as Class I directors of the board of directors for a term expiring at the 2025 annual meeting of stockholders and until their respective successors are elected and qualified, by the votes set forth below:

Nominee Votes For Votes Withheld Broker Non-Votes

Gene Sheridan 85,965,419 1,055,607 24,381,445

Dan Kinzer 85,894,522 1,126,504 24,381,445

(ii) The stockholders approved the Navitas Semiconductor 2022 Employee Stock Purchase Plan, by the vote set forth below:

Votes For Votes Against Abstentions Broker Non-Votes

85,337,569 89,506 1,593,951 24,381,445

(iii) The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2022, by the vote set forth below:

Votes For Votes Against Abstentions

111,176,165 151,213 75,093

Compensatory Arrangements of Certain Officers.

As described above, at our 2022 annual stockholders’ meeting on November 10, 2022, our stockholders approved the Navitas Semiconductor 2022 Employee Stock Purchase Plan (the “ESPP”).

The ESPP became effective on September 26, 2022, upon its approval by the board of directors, subject to stockholder approval.

The ESPP is filed as Exhibit 10.2 to this report and is incorporated by reference in this Item 5.

The terms of the ESPP are the same as the terms set forth in the ESPP included as Annex A of our 2022 Proxy Statement.

For a description of the ESPP, see “ Proposal 2 — Approval of Navitas Semiconductor 2022 Employee Stock Purchase Plan ” in our 2022 Proxy Statement, which description is incorporated by reference in this Item 5.

EXHIBIT INDEX

Exhibit Description

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

2.1† Agreement and Plan of Merger, dated as of August 15, 2022, among Navitas Semiconductor Corporation, Gemini Acquisition LLC, GeneSiC Semiconductor Inc., Ranbir Singh, The Ranbir Singh Irrevocable Trust dated February 4, 2022, and Ranbir Singh in his capacity as representative of the other Stockholder

10.1† Registration Rights Agreement, dated August 15, 2022, among Navitas Semiconductor Corporation, Ranbir Singh and The Ranbir Singh Irrevocable Trust dated February 4, 2022

Navitas Semiconductor 2022 Employee Stock Purchase Plan

31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act

31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act

32.1** Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

101.SCH* XBRL Taxonomy Extension Schema Document

4 unchanged sentences

_____________________________________________

† Management contract or compensatory arrangement.

† Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

* Filed herewith.

5 unchanged sentences

President and Chief Executive Officer

August 15, 2022

November 14, 2022

NAVITAS SEMICONDUCTOR CORPORATION

2 unchanged sentences

(principal financial and accounting officer)

August 15, 2022

November 14, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information