Item 5. Other Information
Item 5. Other Information.
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.
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Item 6. Exhibits.
EXHIBIT INDEX
Exhibit Description
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
10.2 †
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. § 1350
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 contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
* Filed herewith.
** Furnished herewith.
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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: November 14, 2022
NAVITAS SEMICONDUCTOR CORPORATION
By: /s/ Ron Shelton
Ron Shelton
Chief Financial Officer
(principal financial and accounting officer)
Date: November 14, 2022
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.