FALSE000111192812/3100011119282023-05-232023-05-2300011119282023-04-012023-06-30
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
May 23, 2023
Date of Report (Date of earliest event reported)
IPG PHOTONICS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-33155
(Commission File No.)
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04-3444218
(IRS Employer
Identification No.)
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377 Simarano Drive
Marlborough, Massachusetts 01752
(Address of Principal Executive Offices, including Zip Code)
(508) 373-1100
(Registrant’s telephone number)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
IPGP |
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 23, 2023, IPG Photonics Corporation (the “Company”) filed an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing. The Amendment provides for the elimination of monetary liability of certain executive officers for breaches of their duty of care in certain circumstances, as permitted pursuant to recent Delaware General Corporation Law amendments.
A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 23, 2023. Below are the final voting results for the Annual Meeting:
1. Election of ten Directors
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| Gregory Beecher |
42,635,202 |
378,231 |
22,752 |
1,679,268 |
| Michael Child |
41,968,149 |
1,044,243 |
23,793 |
1,679,268 |
| Jeanmarie Desmond |
42,762,668 |
250,589 |
22,928 |
1,679,268 |
| Gregory Dougherty |
42,710,490 |
301,997 |
23,698 |
1,679,268 |
| Eric Meurice |
42,305,604 |
706,607 |
23,974 |
1,679,268 |
| Natalia Pavlova |
42,464,201 |
547,987 |
23,997 |
1,679,268 |
| John Peeler |
40,664,181 |
2,210,600 |
161,404 |
1,679,268 |
| Eugene Scherbakov, Ph.D. |
42,784,051 |
228,632 |
23,502 |
1,679,268 |
| Felix Stukalin |
42,535,393 |
477,962 |
22,830 |
1,679,268 |
| Agnes Tang |
42,833,337 |
180,830 |
22,018 |
1,679,268 |
2. Advisory vote to approve our executive compensation
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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41,700,668 |
1,292,734 |
42,783 |
1,679,268 |
3. Advisory vote to approve the frequency of advisory approval of our executive compensation
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| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
| 41,704,758 |
25,990 |
1,284,996 |
20,441 |
1,679,268 |
In light of these results and in accordance with its recommendation in the Definitive Proxy Statement for the Annual Meeting, the Company’s Board of Directors determined that the Company will hold future advisory “Say-on-Pay” votes on an annual basis until the occurrence of the next advisory vote on the frequency of “Say-on-Pay” votes. The next advisory vote regarding the frequency of Say-on-Pay votes is required to occur no later than the Company’s 2029 Annual Meeting of Stockholders.
4. To amend the IPG Photonics Corporation 2006 Incentive Compensation Plan
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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42,144,430 |
859,878 |
31,877 |
1,679,268 |
5. To amend the Company's Amended and Restated Certificate of Incorporation
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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40,825,468 |
2,157,217 |
53,500 |
1,679,268 |
6. Ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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43,604,086 |
1,080,528 |
30,839 |
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Item 8.01 Other Events.
Certain directors and officers of the Company adopt from time to time pre-arranged trading plans (each, a “Plan”) designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding stock transactions. Under Rule 10b5-1, directors, officers and other persons who are not in possession of material non-public information may adopt a plan or contract for pre-arranged sales of Company securities under specified conditions and at specified times. Using these Plans, insiders can gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess inside information.
The Plan adopted by Dr. Eugene Scherbakov, CEO and Director, provides for the sale of up to 13,000 shares, including shares acquired upon exercise of stock options, over a period ending February 2024, unless terminated sooner in certain circumstances. Shares will be sold under the Plan on the open market at prevailing market prices, subject to minimum price thresholds.
The Company does not undertake to report Plans that may be adopted by any directors, officers or affiliates of the Company in the future, or to report any modification or termination of any Plan, except to the extent required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number |
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Exhibit Description |
| Exhibit 3.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
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IPG PHOTONICS CORPORATION |
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| May 25, 2023 |
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By: |
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/s/ Angelo P. Lopresti |
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Angelo P. Lopresti |
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Senior Vice President, General Counsel & Secretary |
EX-3.1
2
amendmenttoamendedandresta.htm
EX-3.1
Document
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
IPG PHOTONICS CORPORATION
IPG PHOTONICS CORPORATION (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Board of Directors of the Corporation (the “Board of Directors”) has duly adopted the following resolution setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof:
RESOLVED, that Article Eighth of the Amended and Restated Certificate of Incorporation of the Corporation shall be replaced in its entirety as follows:
EIGHTH: No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director or officer of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
SECOND: That thereafter, pursuant to resolution of the Board of Directors, the Annual Meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware and the Corporation’s Amended and Restated Certificate of Incorporation and Bylaws at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That the aforesaid amendment was duly adopted by the stockholders of the Corporation in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its authorized officer this 23rd day of May, 2023.
IPG PHOTONICS CORPORATION
By: /s/ Angelo P. Lopresti
Name: Angelo P. Lopresti
Title: SVP, General Counsel and
Corporate Secretary
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