Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
January 26 2024 - 4:09PM
Edgar (US Regulatory)
CONFIDENTIAL
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
EMCORE CORPORATION
(Name
of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1) and 0-11. |
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P.O. BOX 8016, CARY, NC 27512-9903 |
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EMCORE Corporation
Important Notice Regarding the Availability
of Proxy Materials for the
Shareholder Meeting To Be Held on March 15,
2024 for Shareholders of Record as of January 16, 2024
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This communication presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. This is not a
ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting.
To view the Proxy Statement and Annual Report on Form
10-K, and to obtain directions to attend the meeting, go to: www.proxydocs.com/EMKR
To vote your proxy while visiting this site, you will need the 12 digit control number in the box below.
Under United States Securities and Exchange Commission rules, proxy materials do not have to be
delivered in paper. Proxy materials can be distributed by making them available on the internet. |
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For a convenient way to view proxy materials and VOTE go
to www.proxydocs.com/EMKR
Have the 12 digit control number located in the shaded box above available
when you access the website and follow the instructions.
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If you want to receive a paper or
e-mail copy of the proxy materials, for this and/or future shareholder meetings, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this
years meeting, you must make this request on or before March 1, 2024. |
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To order paper materials, use one of the following methods.
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INTERNET |
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TELEPHONE |
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* E-MAIL |
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www.investorelections.com/EMKR |
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(866) 648-8133 |
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paper@investorelections.com |
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When requesting via the Internet or telephone you will need the 12 digit control number located in the shaded box
above. |
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* If requesting material by e-mail, please send a blank
e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail
requesting material. |
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EMCORE Corporation |
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Meeting Materials: Notice of Meeting and Proxy
Statement & Annual Report on Form 10-K Meeting Type: Annual Meeting of Shareholders
Date: Friday, March 15, 2024 Time:
8:00 AM, Pacific Time Place: Hilton Pasadena, 168 S. Los Robles Ave.,
Pasadena, CA 91101
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SEE REVERSE
FOR FULL AGENDA |
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EMCORE Corporation
Annual Meeting of Shareholders
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE:
FOR EACH OF THE NOMINEES IN PROPOSAL 1 AND FOR ON PROPOSALS 2, 3, 4, 5, 6 AND 7
PROPOSAL
1. |
Election of directors. |
1.01 Cletus C. Glasener
1.02 Bruce E. Grooms
1.03 Noel Heiks
1.04 Rex S. Jackson
1.05 Jeffrey Rittichier
1.06 Jeffrey J. Roncka
2. |
Approval of an amendment to the EMCORE Corporation Restated Certificate of Incorporation, as amended (the
Certificate of Incorporation) to effect, at the sole discretion of the Board of Directors, a reverse stock split of the Companys outstanding common stock at a ratio ranging from 5:1 to 12:1, with such ratio to be determined by the
Board of Directors; |
3. |
Approval of, subject to the Board of Directors discretion to adopt, an amendment to the Certificate of Incorporation
to increase the number of authorized shares of common stock from 100,000,000 shares to 150,000,000 shares; |
4. |
Ratification of the approval of the Companys Section 382 Tax Benefits Preservation Plan; |
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Approval of an amendment to the EMCORE Corporation Amended and Restated 2019 Equity Incentive Plan to increase the number
of shares of common stock available for issuance under the plan by 7,890,000 shares; |
6. |
Approval of, on an advisory basis, the executive compensation of the Companys named executive officers; and
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Ratification of the appointment of CohnReznick LLP as the Companys independent registered public accounting firm for
the fiscal year ending September 30, 2024. |
NOTE: In their discretion, the proxies are authorized to vote upon and transact
such other business as may properly come before the Annual Meeting of Shareholders and any adjournments or postponements thereof.
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