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On November 8, 2017, the shareholders of Alpha and Omega Semiconductor Limited (the “Company”) approved and adopted, effective immediately, Amendment No. 1 (the “Amendment”) to the Company’s Amended and Restated Bye-laws (the “Bye-laws”) at the 2017 Annual General Meeting of Shareholders (the “Annual Meeting”). The Amendment increases the authorized number of common shares of the
Company (the “Common Shares”) from 50,000,000 shares to 100,000,000 shares.
The foregoing summary of the Amendment is qualified in its entirety by the Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated in this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 8, 2017, the Company held its Annual Meeting in which shareholders voted on five
proposals and casted their votes as described below. Details of proposals are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 3, 2017. There were present at the Annual Meeting, in person or represented by proxy, holders of 21,069,166 Common Shares, constituting a quorum.
Proposal 1
The following seven directors were elected to serve on the Board of Directors of the Company (the “Board”) until the 2018 Annual General Meeting of Shareholders or until their respective successors have been duly elected,
and qualified as set forth below:
DIRECTORS
FOR
WITHHELD
BROKER NON-VOTES
Mike F. Chang
17,324,216
496,138
3,248,812
Yueh-Se
Ho
17,326,988
493,366
3,248,812
Lucas S. Chang
17,363,642
456,712
3,248,812
Robert
I. Chen
17,373,340
447,014
3,248,812
King Owyang
17,031,095
789,259
3,248,812
Michael
L. Pfeiffer
17,377,628
442,726
3,248,812
Michael J. Salameh
17,377,628
442,726
3,248,812
Proposal
2
The Company’s shareholders approved an amendment of the Bye-laws to increase the number of authorized Common Shares from 50,000,000 shares to 100,000,000 shares, by the following votes:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
16,708,221
4,317,613
43,332
0
Proposal 3
The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s
named executive officers, by the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
17,503,615
309,075
7,664
3,248,812
Proposal
4
The Company’s shareholders approved, on an advisory basis, whether the advisory shareholder vote to approve the compensation of the Company’s named executive officers should occur every year, once every two years or once every three years, by the following votes:
EVERY YEAR
EVERY
TWO YEARS
EVERY THREE YEARS
ABSTAIN
BROKER NON-VOTES
13,713,109
31,560
4,075,128
557
3,248,812
Based
upon the shareholder votes of Proposal 4 and consistent with the Board’s recommendation, the Board has determined that the advisory vote on the compensation of the Company’s named executive officers will be submitted to shareholders every year until the next required vote on the frequency of such votes.
Proposal 5
The Company’s shareholders ratified and approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm, and authorized the
Company’s Board of Directors, acting through its audit committee, to determine the remuneration of such accounting firm, for the fiscal year ending June 30, 2018, by the votes set forth below:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.