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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:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | 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 the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) |
Proposed maximum aggregate value of transaction:
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(5) |
Total fee paid:
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☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) |
Amount Previously Paid:
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(2) |
Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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EMCORE CORPORATION
2015 W. Chestnut Street
Alhambra, California 91803
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MAY 12, 2021
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on May 12, 2021: The accompanying proxy materials are available at https://materials.proxyvote.com/290846.
To our Shareholders:
A Special Meeting of Shareholders (the “Special Meeting”) of EMCORE Corporation (the “Company”) will be held at 8:00 A.M. pacific time on Wednesday, May 12, 2021 in a virtual meeting format only due to COVID-19, to protect the health and well-being of our shareholders, directors and employees and taking into account current federal, state and local guidance, for the following purposes:
(1) |
To approve an amendment to the EMCORE Corporation Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to authorize an additional 50 million shares of common stock; and |
(2) |
To approve the adjournments or postponements of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the proposal above. |
The Board of Directors has fixed the close of business on April 8, 2021 as the record date for determining those shareholders entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. Whether or not you expect to virtually attend the Special Meeting, please submit your proxy or voting instructions as promptly as possible to instruct how your shares are to be voted at the Special Meeting in order to assure the presence of a quorum at the Special Meeting. You may vote by Internet, telephone, mail or at the Special Meeting. If you vote by Internet or telephone, you do not have to separately mail a proxy or voting instruction form. You will be able to attend and participate in the Special Meeting by visiting www.proxydocs.com/EMKR where you will be able to vote electronically and submit questions. In order to attend, you must register in advance at www.proxydocs.com/EMKR prior to the deadline of May 10, 2021 at 5:00 p.m. (Eastern Time). Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting and will also permit you to submit questions. Please be sure to follow the instructions on your Proxy Card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email.
By Order of the Board of Directors,
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/s/ Ryan Hochgesang |
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Ryan Hochgesang |
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Secretary |
April 12, 2021
Alhambra, California
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING ELECTRONICALLY. ALL SHAREHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON APRIL 8, 2021 ARE RESPECTFULLY URGED TO SUBMIT A PROXY OR VOTING INSTRUCTIONS AS PROMPTLY AS POSSIBLE TO INSTRUCT HOW THEIR SHARES ARE TO BE VOTED AT THE SPECIAL MEETING.
EMCORE CORPORATION
PROXY STATEMENT
EMCORE CORPORATION
2015 W. Chestnut Street
Alhambra, California 91803
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
May 12, 2021
This Proxy Statement is being furnished to shareholders of EMCORE Corporation (the “Company”) as of the close of business on April 8, 2021 (the “Record Date”), in connection with the solicitation on behalf of the Board of Directors of the Company (the “Board” or the “Board of Directors”) of proxies for use at a Special Meeting of Shareholders (the “Special Meeting”) to be held at 8:00 A.M. local time, on May 12, 2021, in a virtual meeting format due to COVID-19, to protect the health and well-being of our shareholders, directors and employees and taking into account current federal, state and local guidance, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. This Proxy Statement and the related proxy materials are first being furnished to shareholders beginning on or about April 12, 2021. Shareholders should review the information provided herein in conjunction with the Company’s 2020 Annual Report for the fiscal year ended September 30, 2020 (the “Annual Report”). This Proxy Statement and the Annual Report are available on the Internet at www.proxydocs.com/EMKR . The Annual Report is also available under the “Investors” tab on our corporate website ( www.emcore.com ) and this Proxy Statement will also be available under the “Investors” tab on our corporate website beginning on or about April 12, 2021. The other information on our corporate website does not constitute part of this Proxy Statement.
At the Special Meeting, the Company’s shareholders will consider and vote upon the following matters:
(1) |
Approval of an amendment to the EMCORE Corporation Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to authorize an additional 50 million shares of common stock; and |
(2) |
Approval of adjournments or postponements of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the proposal above. |
Unless contrary instructions are indicated on the proxy you submit, all shares represented by valid proxies received pursuant to this solicitation (and that have not been revoked in accordance with the procedures set forth below) will be voted in accordance with the recommendation of the Board of Directors as follows:
• |
FOR approval of an amendment to the Certificate of Incorporation to authorize an additional 50 million shares of common stock (Proposal I). |
In the event a shareholder specifies a different choice by means of a properly submitted proxy, such shareholder’s shares will be voted in accordance with the specification so made. In addition, your shares will be voted as the proxyholders may determine in their discretion upon any other proposals as may properly come before the Special Meeting.
1
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
As of the close of business on the Record Date, the Company had 36,838,079 shares of no par value common stock (“Common Stock”) outstanding. Each shareholder of record on the Record Date is entitled to one vote on all matters presented at the Special Meeting for each share of Common Stock held by such shareholder. The presence, either in person or by properly executed proxy, of the holders of the majority of the shares of Common Stock entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting. Virtual attendance at the Special Meeting will be limited to shareholders as of the Record Date, their authorized representatives, and guests of the Company. You will be able to attend and participate in the Special Meeting by visiting www.proxydocs.com/EMKR, where you will be able to vote electronically and submit questions. In order to attend, you must register in advance at www.proxydocs.com/EMKR prior to the deadline of May 10, 2021 at 5:00 p.m. (Eastern Time). Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting and will also permit you to submit questions. Please be sure to follow the instructions on your Proxy Card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email.
If your shares of Common Stock are registered directly in your name with American Stock Transfer & Trust Company, LLC (“AST”), as of the Record Date, you may vote:
(1) |
By Internet : Go to www.proxypush.com/EMKR and follow the instructions; |
(2) |
By Telephone : Call toll-free to 1-855-635-6594 and follow the instructions; |
(3) |
By Mail : Complete, sign, date and return your proxy card in the envelope supplied to you with the written proxy materials; or |
(4) |
In Person : Attend the Special Meeting virtually and vote at the Special Meeting in accordance with the instructions set forth in the paragraph above and subsequent instructions that will be delivered to you via email. |
If your shares are held by a bank, broker or other nominee, you are a beneficial owner of those shares rather than a shareholder of record. If you are a beneficial owner, your bank, broker or other nominee will forward you a complete set of the proxy materials, together with a voting authorization form. As a beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following the voting instructions provided by your bank, broker or other nominee. Please refer to the proxy materials forwarded by your bank, broker or other nominee for instructions regarding the methods available to vote your shares (Internet, telephone or mail). Please note that if your shares of Common Stock are held by a bank, broker or other nominee and you wish to vote in person virtually at the Special Meeting, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares giving you the right to vote in person virtually at the Special Meeting, and you must register in advance of the deadline of May 10, 2021 at 5 p.m. eastern at www.proxydocs.com/EMKR.
Except as noted below, if you are a holder of record, you may use the Internet or any telephone to transmit your voting instructions or, if you received a printed set of the proxy materials, you may vote by mail by completing, signing, dating and returning the proxy card enclosed with the proxy materials you received before the polls close at the Special Meeting. If you are a shareholder of record, your proxy, whether submitted by Internet, telephone or by mail, may nevertheless be changed or revoked at any time prior to the voting thereof at the Special Meeting at your discretion either by (i) sending to the Company’s Secretary a written notice of revocation, (ii) by voting the shares covered thereby in person virtually at the Special Meeting in accordance with the instructions set forth above, on your Proxy Card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email or (iii) by submitting another proxy dated subsequent to the date of the initial proxy. Please note that virtual attendance at the Special Meeting will not by itself constitute revocation of a proxy. If you are a beneficial owner, please refer to the voting instructions provided by the bank, broker or other nominee that holds your shares for information about the deadline for voting and instructions on how to change or revoke any previously submitted voting instructions.
2
The vote required for approval of each of the proposals before the shareholders at the Special Meeting is as follows (and as summarized in the table below):
For Proposal I — approval of an amendment to the Certificate of Incorporation to authorize an additional 50 million shares of Common Stock, an affirmative vote of holders of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting is required to approve such proposal. Each shareholder may vote for, vote against or abstain from voting on such proposal. Abstentions are not treated as votes cast at the Special Meeting; and therefore, will have no effect on the outcome of the vote for Proposal I. Abstentions will be counted for purposes of determining whether a quorum is present at the meeting. A broker non-vote occurs when a broker, who has not received voting instructions from the beneficial owner of the shares, does not vote on a non-routine proposal because the broker does not have discretionary authority to vote on such proposal, but the broker does exercise its discretionary authority to vote the beneficial holder’s shares on at least one “routine” matter at the Special Meeting. Proposal I is considered a “routine” matter under applicable stock exchange rules. If you hold your shares through a broker and do not provide voting instructions to the broker, then under applicable stock exchange rules governing your broker, the broker may vote your shares in its discretion with respect to Proposal I above. Broker non-votes will be counted for purposes of determining whether a quorum is present at the meeting.
INFORMATION CONCERNING THE PROXY SOLICITATION
The cost of preparing and making available this Proxy Statement, the Notice of Special Meeting of Shareholders, and the proxy is borne by the Company. In addition to the use of the Internet, employees of the Company may solicit proxies in person, by telephone, by mail, via the Internet and by other means of communication. The Company’s employees will receive no compensation for soliciting proxies other than their regular salaries. Solicitation of proxies may also be made by directors, officers or regular employees of the Company. The Company may request banks, brokers and other custodians, nominees, and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies. The Company will reimburse such persons for their expenses in so doing. We have also retained Alliance Advisors LLC to assist in the solicitation of proxies and related services, for a fee estimated to be approximately $20,000 plus an amount to cover expenses. In addition, we have agreed to indemnify Alliance Advisors LLC against certain liabilities arising out of or in connection with their engagement.
If you have questions concerning the proposals in this proxy statement or need assistance in voting, please contact our proxy solicitor:
Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
833-501-4822 (Toll Free in the U.S.).
3
PROPOSAL I:
APPROVAL AND ADOPTION OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO AUTHORIZE A TOTAL OF 100 MILLION SHARES OF COMMON STOCK
Background
Our Certificate of Incorporation currently authorizes a total of 50 million shares of the Company’s Common Stock. After careful consideration, our Board has adopted and is recommending that our shareholders approve and adopt a proposal to amend our Certificate of Incorporation to authorize an additional 50 million shares of Common Stock, which would result in total authorized shares under our Certificate of Incorporation of 100 million shares of Common Stock and 5,882,352 shares of preferred stock. The text of the proposed Certificate of Amendment to our Certificate of Incorporation, which we refer to as the Certificate of Amendment, is attached as Appendix A.
Our Board determined that the proposed amendment was advisable and in the best interests of the Company and its shareholders and unanimously approved and adopted, at a meeting held on March 24, 2021, the amendment, subject to shareholder approval at the Special Meeting. The adoption of the Certificate of Amendment is expressly conditioned upon the approval of the Cetificate of Amendment by our shareholders. Accordingly, if we do not receive the required shareholder approval for the Certificate of Amendment, we will not adopt the Certificate of Amendment.
If shareholders approve and adopt the amendment, it will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation with the State Treasurer of the State of New Jersey, which the Company intends to file shortly after the Special Meeting.
Text of the Proposed Amendment
Approval of this Proposal I will result in the following changes to the Certificate of Incorporation:
The FOURTH Article of the Certificate of Incorporation would be amended and restated in its entirety to read as follows:
“FOURTH: The total number of shares of Capital Stock of the Corporation shall be 105,882,352 shares of which:
A. |
Of the Capital Stock, 100,000,000 shares shall consist of Common Stock which shall be entitled to one vote per share on all matters on which holders of the Common Stock shall be entitled to vote. |
B. |
Of the Capital Stock, 5,882,352 shares shall consist of Preferred Stock which may be divided into such classes and such series as shall be established from time to time by resolutions of the Board of Directors and filed as an amendment to this Restated Certificate of Incorporation, without any requirement of vote or class vote of shareholders. The Board of Directors shall have the right and power to establish and designate in any such Class or Series Resolution such priorities, powers, preferences and relative, participating, optional or other special rights and qualifications, limitations and restrictions as it shall determine.” |
Appendix A to this Proxy Statement shows the proposed changes to the FOURTH Article of the Certificate of Incorporation resulting from the proposed amendment, with deletions indicated by strike-outs and additions indicated by underlining.
4
Reasons for the Proposed Amendment
After careful consideration our Board determined at its meeting held on March 24, 2021, subject to shareholder approval, to approve the amendment to the Certificate of Incorporation to authorize an additional 50 million shares of Common Stock as set forth in Article FOURTH of the Certificate of Incorporation as described above. In making this decision, the Board considered it advisable and preferable to have a sufficient number of unissued and unreserved authorized shares of Common Stock to provide us with flexibility with respect to our authorized capital sufficient to execute our business strategy and to enhance shareholder value without delay or the necessity for a special shareholders’ meeting. At the same time, the proposed authorized share increase was designed, based on a survey of shares of Common Stock authorized and shares of Common Stock outstanding at our peer group companies, to strike the appropriate balance so that we do not have what some shareholders might view as an unreasonably high number of authorized shares of Common Stock that are unissued or reserved for issuance.
The additional shares of Common Stock will be available for issuance by the Board of Directors for various corporate purposes, including but not limited to, raising capital, strategic transactions, including mergers, acquisitions, strategic partnerships, joint ventures, divestitures, business combinations, stock splits and stock dividends, as well as other general corporate transactions, and providing equity incentive grants under employee stock plans. We do not currently have any definitive agreements or arrangements to issue any of the proposed additional authorized shares of Common Stock that will become available for issuance if this proposal is approved.
The amendment to our Certificate of Incorporation will ensure that we will continue to have an adequate number of authorized and unissued shares of common stock available for future use. As is the case with the shares of common stock which are currently authorized but unissued, if this amendment to the our Certificate of Incorporation is adopted by the Company’s shareholders, the Board will only have authority to issue the additional shares of common stock from time to time without further action on the part of shareholders to the extent not prohibited by applicable law or by the rules of any stock exchange or market on which our securities may then be listed or authorized for quotation.
Effect of the Proposed Amendment
If the proposed amendment to the Certificate of Incorporation to authorize an additional 50 million shares of Common Stock described above is approved and adopted by our shareholders, we will have the authority under our Certificate of Incorporation to have up to 100 million shares of Common Stock and 5,882,352 shares of preferred stock issued and outstanding. As of the close of business on the Record Date, we had 36,838,079 shares of Common Stock and no shares of preferred stock issued and outstanding. If this proposal is approved, the additional authorized shares may be issued at the discretion of the Company’s Board of Directors without further shareholder action, except as may be required by law or the rules of Nasdaq. The increase in authorized shares would not have any immediate dilutive effect on the proportionate voting power or other rights of existing shareholders. However, any subsequent issuance of shares of common stock, other than on a pro-rata basis to all shareholders, would reduce each shareholder’s proportionate interest in our company. Any of the additional shares of common stock issued in the future would have the same rights and privileges as attach to the common stock currently authorized and outstanding and the par value of the Common Stock would remain unchanged at no par value per share. Those rights do not include preemptive rights with respect to the future issuance of any additional shares.
The Board of Directors has not proposed the increase in the amount of authorized shares with the intention of discouraging tender offers or takeover attempts of the Company. However, the availability of additional authorized shares for issuance may have the effect of discouraging a merger, tender offer, proxy contest, or other attempt to obtain control of the Company
If the shareholders approve the proposal, the amendment will become effective upon the filing of the Certificate of Amendment to the Certificate of Incorporation as set out above and in Appendix A with the State Treasurer of the State of New Jersey.
5
Risks/Impacts of Non-approval
If the proposed amendment to the Certificate of Incorporation to authorize an additional 50 million shares of Common Stock described above is not approved and adopted by our shareholders, our Certificate of Incorporation will not be amended as set forth above and we will continue to have the authority under our Certificate of Incorporation to have up to 50 million shares of Common Stock and 5,882,352 shares of preferred stock issued and outstanding.
Interest of Certain Persons in Matter to be Acted Upon
No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the share increase proposed above that is not shared by all other shareholders.
Vote Required
The affirmative vote of the holders of at least a majority of the Company’s issued and outstanding shares of Common Stock entitled to vote at the Special Meeting is required to approve and adopt the proposed amendment to the Certificate of Incorporation to authorize an additional 50 million shares of Common Stock.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL AND ADOPTION OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO AUTHORIZE AN ADDITIONAL 50 MILLION SHARES OF COMMON STOCK AS DESCRIBED IN THIS PROPOSAL I.
6
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 2021 certain information regarding the beneficial ownership of Common Stock of the Company by: (i) each named executive officer of the Company, (ii) each director, (iii) all directors and current executive officers as a group (8 persons), and (iv) each person or “group” (as that term is defined in Section 13(d)(3) of the Exchange Act) known by the Company to be the beneficial owner of more than 5% of the Common Stock of the Company. Except as otherwise indicated, the Company believes, based on information furnished by such persons, that each person listed below has the sole voting and investment power over the shares of Common Stock shown as beneficially owned, subject to community property laws, where applicable. Shares beneficially owned include shares of Common Stock, options to acquire shares of Common Stock and restricted stock units that are exercisable or will vest within sixty (60) days of March 31, 2021. Unless otherwise indicated, the address of each of the beneficial owners is c/o EMCORE Corporation, 2015 W. Chestnut Street, Alhambra, CA, 91803.
Name |
Shares Beneficially
Owned |
Percent of
Common Stock (1) |
||||||
5% Shareholders: |
||||||||
Persons affiliated with Cannell Capital LLC |
2,922,329 | (2) | 7.9 | |||||
Persons affiliated with AIGH Capital Management, LLC |
2,310,364 | (3) | 6.3 | |||||
Named Executive Officers and Directors: |
||||||||
Stephen L. Domenik |
140,873 | (4) | * | |||||
Bruce E. Grooms |
49,954 | * | ||||||
Noel Heiks. |
47,180 | * | ||||||
Rex S. Jackson |
74,009 | * | ||||||
Jeffrey Rittichier |
274,794 | * | ||||||
Tom Minichiello |
16,355 | * | ||||||
Albert Lu |
28,841 | * | ||||||
All directors and current executive officers as a group (8 persons) |
648,308 | 1.8 |
* |
Less than 1.0% |
(1) |
As of March 31, 2021, 36,775,439 shares of Common Stock were outstanding. |
(2) |
Based on information in an Amendment No. 1 to Schedule 13G filed jointly by Cannell Capital LLC and J. Carlo Cannell (the “Cannell Parties”) with the Securities and Exchange Commission (“SEC”) on February 16, 2021 for their holdings as of December 31, 2020. The Cannell Parties each reported that it or he has shared power to vote and dispose of all 2,922,329 shares of Common Stock. Each such entity’s or person’s principal business office address is 245 Meriwether Circle, Alta, WY 83414. |
(3) |
Based on information in a Schedule 13G filed jointly by AIGH Capital Management, LLC and Orin Hirschman (the “AIGH Parties”) with the SEC on February 10, 2021 for their holdings as of December 31, 2020. The AIGH Parties each reported that it or he has sole power to vote and dispose of all 2,310,364 shares of Common Stock. |
(4) |
Includes 10,000 shares held of record by the Stephen and Christine Domenik Trust, Stephen Domenik and Christine Domenik, Trustees. Mr. Domenik may be deemed to exercise voting and investment power over such shares. Mr. Domenik disclaims beneficial ownership of the shares held by the trust, except to the extent of his pecuniary interest therein. |
7
Annual Report on Form 10-K and Financial Statements
A shareholder may send a written request for a copy of the Company’s 2020 Annual Report on Form 10-K and any additional exhibits to the Form 10-K not included in the Company’s 2020 Annual Report. All such requests should be directed to the Company at 2015 W. Chestnut Street, Alhambra, CA, 91803, Attention: Investor Relations. Following receipt of any such request by a shareholder, the Company will furnish the requested materials to the shareholder without charge. The Company’s 2020 Annual Report on Form 10-K (including amendments and exhibits thereto) and this Proxy Statement are also available under the Investors tab of the Company’s website ( www.emcore.com ).
Shareholder Proposals
Shareholder proposals intended to be included in our proxy materials to be distributed in connection with the 2022 Annual Meeting of Shareholders must be received by the Company no later than September 23, 2021. Proposals should be mailed to the Company, to the attention of the Secretary, 2015 W. Chestnut Street, Alhambra, CA, 91803. Proposals must comply with all applicable SEC rules, including SEC Rule 14a-8, in order to be included in the Company’s proxy materials for the 2022 Annual Meeting of Shareholders.
Nominations of directors for election at the 2022 Annual Meeting of Shareholders and shareholder proposals intended to be presented at the 2022 Annual Meeting of Shareholders but that are not intended to be included in our proxy materials must comply with the requirements of our By-Laws and notice thereof must be received by the Company at the address set forth in the preceding paragraph no earlier than the close of business on November 19, 2021 (the 120 th day prior to the first anniversary of the Annual Meeting) and no later than the close of business on December 19, 2021 (the 90 th day prior to the first anniversary of the Annual Meeting). Notwithstanding the foregoing, in the event that we change the date of the 2022 Annual Meeting of Shareholders to a date that is more than 30 days before or after the anniversary of the Annual Meeting, written notice by a shareholder must be received no earlier than the close of business 120 days prior to the date of the 2022 Annual Meeting of Shareholders and no later than the close of business on the later of 90 days prior to the date of the 2022 Annual Meeting of Shareholders or the tenth day following the day on which public announcement of the date of such meeting is made. Shareholder proposals not intended to be included in the proxy statement or nominations for director candidates that do not meet the notice requirements set forth above and further described in Article II, Section 6 of our By-Laws will not be acted upon at the 2022 Annual Meeting of Shareholders.
Delivery of Documents to Shareholders Sharing an Address
The Company may deliver only one copy of this Proxy Statement to shareholders who share a single address. Upon written or oral request, we will deliver promptly a separate copy of the proxy materials to a shareholder at a shared address to which a single copy of proxy materials was delivered. For future deliveries, shareholders who share a single address can request a separate copy of the Company’s proxy materials. Similarly, if multiple copies of the proxy materials are being delivered to a single address, shareholders can request a single copy of the proxy materials for future deliveries. To make a request, please call or write to the Secretary, EMCORE Corporation, 2015 W. Chestnut Street, Alhambra, CA 91803 or (626) 239-3400. If you are a beneficial owner, please contact your bank, broker, or other nominee directly if you have questions, require additional copies of the proxy materials, wish to receive multiple reports by revoking your consent to householding or wish to request single copies of the proxy materials in the future.
8
Other Matters
The Board of Directors knows of no other business which will be presented at the Special Meeting. If, however, other matters are properly presented, the persons named in the proxy will vote the shares represented thereby in accordance with their judgment on such matters.
By Order of the Board of Directors,
|
/s/ Ryan Hochgesang |
Ryan Hochgesang Secretary |
9
Appendix A
CERTIFICATE OF AMENDMENT TO
AMENDED CERTIFICATION OF INCORPORATION
“FOURTH: The total number of shares of Capital Stock of the Corporation shall be
55,882,352
105,882,352 shares of which:
A. |
Of the Capital Stock,
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B. |
Of the Capital Stock, 5,882,352 shares shall consist of Preferred Stock which may be divided into such classes and such series as shall be established from time to time by resolutions of the Board of Directors and filed as an amendment to this Restated Certificate of Incorporation, without any requirement of vote or class vote of shareholders. The Board of Directors shall have the right and power to establish and designate in any such Class or Series Resolution such priorities, powers, preferences and relative, participating, optional or other special rights and qualifications, limitations and restrictions as it shall determine.” |
YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: | ||||||
P.O. BOX 8016, CARY, NC 27512-9903 |
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INTERNET Go To: www.proxypush.com/EMKR ● Cast your vote online ● Have your Proxy Card ready ● Follow the simple instructions to record your vote
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PHONE Call 1-855-635-6594 ● Use any touch-tone telephone ● Have your Proxy Card ready ● Follow the simple recorded instructions
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● Mark, sign and date your Proxy Card ● Fold and return your Proxy Card in the postage-paid envelope provided
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EMCORE Corporation |
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Special Meeting of Shareholders
For Shareholders as of April 08, 2021
TIME: |
Wednesday, May 12, 2021 08:00 AM, Pacific Time |
PLACE: |
Meeting to be held in a virtual meeting format - |
Please visit www.proxydocs.com/EMKR for more details
This proxy is being solicited on behalf of the Board of Directors
The undersigned hereby appoints Jeffrey Rittichier, Tom Minichiello and Ryan Hochgesang (the “Named Proxies”), and each or any of them, as the true and lawful attorney-in-fact for the undersigned, with full power of substitution, and hereby authorizes any of them to represent and to vote all the shares of common stock of EMCORE Corporation, a New Jersey corporation (“the Company”), which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Company to be held in a virtual meeting format on Wednesday, May 12, 2021 at 8:00 A.M. (PT) and all adjournments or postponements thereof.
The shares represented by this proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” Proposals 1 and 2. In their discretion, the Named Proxies are authorized to vote upon such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
EMCORE Corporation
Special Meeting of Shareholders
Please make your marks like this: | ☒ | Use dark black pencil or pen only |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR PROPOSALS 1 AND 2.
YOUR VOTE |
BOARD OF
RECOMMENDS
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PROPOSAL |
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FOR | AGAINST | ABSTAIN | ||||||
1. To approve an amendment to the EMCORE Corporation Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to authorize an additional 50 million shares of common stock. |
☐ | ☐ | ☐ | FOR | ||||
2. To approve the adjournments or postponements of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the proposal above. |
☐ | ☐ | ☐ | FOR |
TO ATTEND the Special Meeting of EMCORE Corporation, please visit www.proxydocs.com/EMKR for virtual meeting registration details. The control number located in the shaded gray box will be required to register.
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) | Date | Signature (if held jointly) | Date |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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REX S. JACKSON, 63, has served as a director of the Company since December 2015. From May 2018 until November 2023, Mr. Jackson served as CFO of Chargepoint Inc. (NYSE: CHPT), a publicy-traded provider of charging solutions for electric vehicles. Mr. Jackson previously served as CFO of Gigamon Inc., a developer of network and security visibility solutions, from October 2016 until April 2018, as CFO of Rocket Fuel Inc., an advertising technology company, from March 2016 to October 2016, and on the board of directors of Energous Corporation, a company that develops wireless charging technology, from March 2014 until August 2019. Prior to those roles, Mr. Jackson served as CFO of JDS Uniphase Corporation (“JDSU”), a provider of network and service enablement solutions and optical products for telecommunications service providers, cable operators, and network equipment manufacturers, from January 2013 through September 2015, where he drove the separation of JDSU into two independent public companies in August 2015. Mr. Jackson joined JDSU in January 2011 as Senior Vice President, Business Services, with responsibility for corporate development, legal, corporate marketing and information technology. From 2007 to 2010, Mr. Jackson served as CFO of Symyx Technologies, Inc., a provider of informatics and automation products, where he led the company’s acquisition of MDL Information Systems, Inc. and subsequent merger of equals with another public company. Mr. Jackson also previously served as acting CFO at Synopsys, Inc. (Nasdaq: SNPS), a provider of electronic design automation software and servces, and held executive positions with Avago Technologies Limited (now Broadcom Inc. (Nasdaq: AVGO)), a provider of anolog semiconductor devices, AdForce, Inc. and Read-Rite Corp. Mr. Jackson holds a B.A. from Duke University and earned his J.D. from Stanford University Law School. Mr. Jackson’s accounting and financial expertise, general business acumen, extensive knowledge of the fiber optics industry and significant executive leadership experience were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of the Company. | |||
NOEL HEIKS, 53, has served as a director since September 2019. Ms. Heiks has extensive executive management and entrepreneurial experience in high tech companies, including defense and optoelectronics companies. Since February 2022, Ms. Heiks has been a Managing Partner at Kirenaga Management Group, Inc., a venture capital firm focused on investing in deep-tech. In August 2021, Ms. Heiks founded Azultera Inc., a company that unlocks airborne artificial intelligence capabilities/climate-smart agriculture company, and served as its Chief Executive Officer from January 2021 until December 2021, prior to its acquisition by Censys Technologies Corporation (“Censys”) in February 2022. Since June 2020, Ms. Heiks has served on the board of directors of Censys, a developer of industrial drones and remote sensing solutions for unmanned aerial systems. From March 2018 to April 2019, Ms. Heiks served as President and Chief Operating Officer of Duos Technologies Group Inc. (Nasdaq: DUOT), a leader in artificial intelligence and machine learning for inspection and security applications. From August 2017 until March 2018, Ms. Heiks served as Interim Chief Executive Officer of MVTRAK, an early stage health monitoring company. In 2008, Ms. Heiks founded Nuvotronics Inc., a manufacturer of radar and wireless systems for defense and telecom organizations, serving as its Chief Executive | |||
JEFFREY RITTICHIER, 64, joined the Company as its Chief Executive Officer in January 2015 and was appointed to the Board of Directors effective January 2015. He has worked in the semiconductor industry for over 20 years, including over 10 years in the optical communications industry. Most recently, Mr. Rittichier held the positions of President and Chief Executive Officer at Nanostatics Corporation, a producer of nanofiber technology, from April 2009 to December 2014. Prior to that, from November 2007 to April 2009, he served as President and Chief Operating Officer of the electrical testing company Epik Energy Solutions, L.L.C., a joint venture of Royal Dutch Shell and of NanoDynamics, Inc., focused on commercializing nanotechnology for the energy and petroleum industries. He has also served as Chief Executive Officer of Xponent Photonics, Inc., a manufacturer of surface-mount photonic components for optical assemblies, from October 2001 to November 2007. From April 1999 to October 2001, Mr. Rittichier was Vice President and General Manager of Lucent’s Access Business and Vice President of Marketing at Ortel Corporation, a supplier of optoelectronic components in the cable television, satellite communications, wireless, data communications and telecommunications markets. Mr. Rittichier holds a B.S. in Mechanical Engineering from The Ohio State University. He was awarded the title of Distinguished Alumnus by Ohio State University’s College of Engineering in 2011 and has completed the Financial Management Program and Director’s College at Stanford University. Mr. Rittichier’s experience as a 20-year veteran in the semiconductor industry with a demonstrated track record of identifying and realizing optical networking growth opportunities were the primary qualifications that led the Board of Directors to conclude that he should serve as a director of the Company. | |||
JEFFREY J. RONCKA, 54, has served as a director of the Company since January 2024. Mr. Roncka is an experienced senior strategist and industry expert in the global defense, aerospace, and government services markets. Since October 2023, he has served as the President and Founder of Sabot Advisors, LLC, an advisory firm focused on the global defense, intelligence, government services, banking, finance and related technology sectors. From April 2023 to September 2023, Mr. Roncka served as a Senior Strategy Consultant to Booz Allen Hamilton Inc., a subsidiary of Booz Hamilton Holding Corporation (NYSE: BAH), an American government and military contractor providing technology services and mission solutions to defense, intelligence and federal civil customers, through MBO Professional Services, Inc. Prior to that, he served as Head of Corporate Strategy for Booz Allen from June 2021 to April 2023. Mr. Roncka also previously served in various roles at Renaissance Strategic Advisors II, LLC, an aerospace and defense strategy and M&A consulting firm, including as Senior Partner Emeritus from January 2021 to May 2021, Senior Partner from 2015 to December 2020, and Managing Partner from 2011 to 2014. Earlier in his career, Mr. Roncka served as Vice President of CRA International, Inc. (Nasdaq: CRAI) (d/b/a Charles River Associates), a global consulting firm specializing in litigation, regulatory, financial and management consulting, from 2002 to 2010; Senior Vice President of Global Technology Partners LLC, an investment banking boutique focused on the defense and aerospace industries, from 2000 to 2002; and Industrial and Financial Analyst at the Office of the Secretary of Defense for the United States Department of Defense, an executive branch department of the United States federal government responsible for coordinating and supervising all agencies and functions related to national security, from 1995 to 1999. Mr. Roncka holds an M.A. in National Security Studies from The George Washington University and an A.B. in Modern European History, magna cum laude , from Harvard University. Mr. Roncka’s significant experience as a senior strategist and industry expert in the global defense, aerospace, and government services markets and his general business acumen were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of the Company. | |||
CLETUS C. GLASENER, 65, has served as a director of the Company since January 2024. Mr. Glasener has over 30 years of experience within the aerospace, defense, technology and security industries. From April 2023 to December 2023, he served as the Chief Financial Officer (“CFO”) of Leonardo US Corporation, a subsidiary of Leonardo S.p.A., a multinational company specializing in aerospace, defense and security. Prior to that, Mr. Glasener served as the CFO of Elbit Systems of America, LLC, a subsidiary of Elbit Systems Ltd. (Nasdaq: ESLT), an international military technology company and defense contractor, from 2009 to December 2021. Prior to Elbit, served as CFO and Vice President of Finance of the Vertex Division of L3 Technologies, Inc., a subsidiary of L3Harris Technologies, Inc. (NYSE: LHX), an American technology company, defense contractor, and information technology services provider, from 2008 to 2009 and as CFO, Vice President of Finance and Corporate Secretary of Collins Industries, Inc., a manufacturer of buses, ambulances and terminal trucks, from 2005 to 2006. He also previously served for over 20 years in roles of increasing seniority at Vought Aircraft Industries, Inc., a manufacturer of aerostructures for commercial, military and business jet aircraft, including as Manager of Finance, Manager of Financial Reporting & Planning, Director of Financial Planning, Reporting and Analysis and Vice President, Corporate Controller and Treasurer. Mr. Glasener currently serves as member of the board of directors of Wireless Foods Enterprises Ltd., a private U.K. company with ghost kitchen and food | |||
BRUCE E. GROOMS, 65, has served as a director of the Company since June 2019. Mr. Grooms has extensive senior management and executive experience in both the private sector and the U.S. Navy. Since December 2020, Mr. Grooms has served as the Vice President and General Manager of the Marine Services Division for Delphinus Engineering, Inc., a company that specializes in ship repair and maintenance. Prior to joining the Company, Mr. Grooms served as Vice President of the U.S. Business Development Navy and Marine Corps Program at Raytheon Technologies Corporation (“Raytheon”) (NYSE: RTX), an aerospace and defense manufacturer, from December 2015 until June 2019, where he was responsible for identifying and pursuing U.S. Navy and Marine Corps business growth opportunities for Raytheon and was one of its primary contacts with Navy customers, pursuing opportunities in the evolving cyber area, undersea growth and next-generation strike weapons. Prior to joining Raytheon, Mr. Grooms served in the U.S. Navy, retiring as a Vice Admiral following a 35-year U.S. Navy career. Mr. Grooms’ U.S. Navy service included the positions of Deputy Chief of Staff for Capability Development at the NATO Allied Command Transformation, Joint Staff Director and Assistant Deputy for Operations, Plans and Strategy for the Chief of Naval Operations’ staff, and Deputy Director and subsequently Director of the Submarine Warfare Division. He also served as Senior Inspector for the Nuclear Propulsion Examining Board, Senior Military Assistant to the Under Secretary of Defense for Policy, and Company Officer and Commandment of Midshipmen at the U.S. Naval Academy. Since July 2022, Mr. Grooms has served as a director of Vista Outdoor, Inc. (NYSE: VSTO), a designer, manufacturer and marketer of sporting and outdoor products, and currently serves on the management development and compensation committee and the audit committee of its board of directors. Mr. Grooms holds a B.S. in Aerospace Engineering from the U.S. Naval Academy and earned a master’s degree in national security and strategic studies from the Naval War College, graduating with distinction, and later attended Stanford University as a National Security Fellow. Mr. Grooms’ significant leadership experience, extensive knowledge of the defense industry and general business acumen were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of the Company. |
Name and Principal Position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards ($) |
Option
Awards ($) |
Non-Equity
Incentive Plan Compensation ($) |
All Other
Compensation ($) |
Total ($) | ||||||||||||||||||||||||
Jeffrey Rittichier |
2023 | 500,000 | 0 | 686,190 | 0 | 0 | 23,856 | 1,210,046 | ||||||||||||||||||||||||
Chief Executive Officer |
2022 | 489,583 | 0 | 1,828,377 | 0 | 0 | 21,192 | 2,339,152 | ||||||||||||||||||||||||
Tom Minichiello |
2023 | 365,000 | 0 | 254,572 | 0 | 0 | 43,528 | 663,100 | ||||||||||||||||||||||||
Chief Financial Officer |
2022 | 365,000 | 0 | 731,351 | 0 | 0 | 40,264 | 1,136,615 | ||||||||||||||||||||||||
Iain Black |
2023 | 300,000 | 0 | 175,388 | 0 | 0 | 23,669 | 499,057 | ||||||||||||||||||||||||
SVP, Operations |
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
AWM Investment Company, Inc. | - | 5,930,960 | 5,930,960 |
RITTICHIER JEFFREY | - | 998,649 | 0 |
RITTICHIER JEFFREY | - | 946,531 | 0 |
Minichiello Thomas P. | - | 299,196 | 0 |
Vargas Matthew | - | 218,683 | 0 |
Black Iain | - | 190,564 | 0 |
Glasener Cletus C | - | 102,262 | 0 |
JACKSON REX S | - | 81,673 | 0 |
Rogers David | - | 47,619 | 0 |
Roncka Jeffrey J | - | 40,761 | 0 |
Archon Capital Management LLC | - | 0 | 12,552,600 |