LIGHTPATH TECHNOLOGIES INC — Regulatory Filings 2019

Nov 15, 2019

8-K 1 lpth_8k.htm CURRENT REPORT Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2019 Issuer Direct Corporation Blueprint

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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

November 14, 2019

Date of Report (Date of earliest event reported)

LIGHTPATH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27548	86-0708398
(State or other jurisdiction of incorporation or
organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2603 Challenger Tech Court, Suite 100

Orlando, Florida 32826

(Address of principal executive office, including zip code)

(407) 382-4003

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common
stock, par value $0.01	LPTH	The Nasdaq
Stock Market, LLC

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:

☐ 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 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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. ☐

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LightPath Technologies, Inc.

Form 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 14, 2019, LightPath Technologies, Inc. (the “Company,” “we,” “us,” or “our”) held the Annual Meeting of Stockholders (the “Meeting”). A total of 25,827,265 shares of Class A common stock were issued and outstanding as of the record date of the Meeting, September 18, 2019, and a total of 21,699,999 shares of Class A common stock were present or represented by proxy and voted at the Meeting, constituting a quorum. The following proposals were voted on at the Meeting, as described in greater detail in the Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on October 1, 2019 (the “Proxy Statement”):

Proposal 1 – To elect Class I directors to the Company’s Board of Directors. Our stockholders duly elected Mr. Ripp, Dr. Menaker, and Ms. Peck by at least a plurality of the votes cast, to serve until his or her successor is elected and qualified or until his or her earlier resignation or removal. The results of the voting were as follows:

	For	Withheld	Broker Non-Votes
Robert
Ripp	8,071,114	1,864,572	11,764,313
Dr. Joseph
Menaker	8,484,784	1,450,902	11,764,313
Darcie
Peck	8,255,482	1,680,204	11,764,313

Proposal 2 – To hold a stockholder advisory vote on the compensation of our named executive officers disclosed in the Proxy Statement under the section titled “Executive Compensation,” including the compensation tables and other narrative executive compensation disclosures therein, required by Item 402 of Securities and Exchange Commission Regulation S-K. Our stockholders approved, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers. The results of the voting were as follows:

For	Against	Abstain	Broker Non-Votes
8,509,536	776,568	649,582	11,764,313

Proposal 3 – To ratify the selection of Moore Stephens Lovelace, P.A. as the Company’s independent registered public accounting firm. Our stockholders ratified the selection of Moore Stephens Lovelace, P.A. as our independent registered public accounting firm. The results of the voting were as follows:

For	Against	Abstain	Broker Non-Votes
21,451,800	188,630	59,569	0

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized.

| /s/ Donald
O. Retreage, Jr. |
| --- |
| Donald O. Retreage,
Jr. |
| Chief Financial Officer |

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