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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):

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

    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.

    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:

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:    

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:

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.

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:

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:

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:

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