0001387467false00013874672023-11-092023-11-09

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): November 9, 2023
 
 _________________________________

Alpha and Omega Semiconductor Limited
(Exact name of registrant as specified in its charter)
 
  
Bermuda001-3471777-0553536
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
(Address of principal registered offices)
(408) 830-9742
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
 
☐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 each exchange on which registered
Common SharesAOSLThe NASDAQ Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07. Submission of Matters to a Vote of Security Holders.

    On November 9, 2023, Alpha and Omega Semiconductor Limited (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”) at which shareholders voted on six 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 September 25, 2023. There were present at the Annual Meeting, represented by proxy or in person, holders of 24,459,592 common shares, constituting a quorum.

Proposal 1

    The following nine directors were elected to serve on the Board of Directors of the Company (the “Board”) until the 2024 Annual General Meeting of Shareholders or until their respective successors have been duly elected and qualified, as set forth below:
DIRECTORSFORWITHHELDBROKER NON-VOTES
Mike F. Chang20,508,025191,2983,760,269
Lucas S. Chang20,450,602248,7213,760,269
Stephen C. Chang20,573,373125,9503,760,269
Claudia Chen20,456,511242,8123,760,269
So-Yeon Jeong20,606,98292,3413,760,269
Hanqing (Helen) Li20,630,19269,1313,760,269
King Owyang20,437,154262,1693,760,269
Michael L. Pfeiffer20,607,29892,0253,760,269
Michael J. Salameh20,521,015178,3083,760,269

Proposal 2

The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement, by the following votes:    
FORAGAINSTABSTAINBROKER NON-VOTES
20,308,159351,30839,8563,760,269

Proposal 3

The Company’s shareholders voted on, 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, as follows:

Every YearEvery Two YearsEvery Three YearsABSTAINBROKER NON-VOTES
18,372,7639,0762,302,92114,5633,760,269

Based upon the shareholder votes of Proposal 3 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 4

The Company’s shareholders approved an amendment to and restatement of the Company's 2018 Omnibus Incentive Plan to increase the number of common shares authorized for issuance under such plan, by the following votes:

FORAGAINSTABSTAINBROKER NON-VOTESUNCAST
17,573,1433,088,73037,4503,760,269—


Proposal 5

The Company’s shareholders approved an amendment to and restatement of the Company’s 2018 Employee
Share Purchase Plan to increase the number of common shares authorized for issuance under such plan, by the following votes:

FORAGAINSTABSTAINBROKER NON-VOTESUNCAST
20,578,365103,85417,1043,760,269—


Proposal 6

The Company’s shareholders ratified and approved the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm, and authorized the Board, acting through its audit committee, to determine the remuneration of such accounting firm, for the fiscal year ending June 30, 2024, by the votes set forth below:

FORAGAINSTABSTAINBROKER NON-VOTESUNCAST
24,311,64897,16850,776——




SIGNATURE
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.
Dated: November 14, 2023
Alpha and Omega Semiconductor Limited
By:/s/    Yifan Liang
Name:Yifan Liang
Title:Chief Financial Officer and Corporate Secretary

v3.23.3
Cover Cover
Nov. 09, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 09, 2023
Entity Registrant Name Alpha and Omega Semiconductor Limited
Entity Incorporation, State or Country Code D0
Entity File Number 001-34717
Entity Tax Identification Number 77-0553536
Entity Address, Address Line One Clarendon House
Entity Address, Address Line Two 2 Church Street
Entity Address, City or Town Hamilton
Entity Address, Postal Zip Code HM 11
Entity Address, Country BM
City Area Code 408
Local Phone Number 830-9742
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares
Trading Symbol AOSL
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001387467
Amendment Flag false
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