Item 5.07 Submission of Matters to a Vote of Security Holders
On October 10, 2023, Transphorm, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Present at the Annual Meeting in person (virtually) or by proxy were holders of 44,970,334 shares of the Company’s common stock, or approximately 72.6% of the shares outstanding and entitled to vote at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders considered and voted on the following proposals:
•To elect two Class III directors, each to serve for a term of three years and until such director’s successor is duly elected and qualified;
•To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024 (the “Ratification of Auditors Proposal”); and
•To approve the Company’s Outside Director Compensation Policy (the “Director Compensation Proposal”).
As disclosed in the Company’s proxy statement for the Annual Meeting, (1) each director is elected by a plurality of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, (2) approval of the Ratification of Auditors Proposal required the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote thereon, and (3) approval of the Director Compensation Proposal required (i) the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote thereon (the “General Requirement”) and (ii) the affirmative vote of a majority of the votes cast on the proposal by the disinterested stockholders, meaning the stockholders other than (a) any director or executive officer of the Company and (b) any stockholder that has received or is entitled to receive any portion of the compensation otherwise payable to a director in respect of such director’s service on the Board (the “Disinterested Stockholders Requirement”).
The voting results for each of the proposals considered at the Annual Meeting are provided below.
Proposal 1: Election of Directors
The stockholders elected each of the nominees listed below as Class III directors to serve on the Company’s board of directors for a term of three years or until their respective successors have been duly elected and qualified.
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Primit Parikh | | 40,245,328 | | 65,321 | | 4,659,685 |
| Kelly Smales | | 37,867,943 | | 2,442,706 | | 4,659,685 |
Proposal 2: Ratification of Auditors Proposal
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 44,947,100 | | 11,475 | | 11,759 | | — |
Proposal 3: Director Compensation Proposal
The stockholders approved the Company’s Outside Director Compensation Policy.
Under the General Requirement, the votes were as follows.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 40,269,115 | | 37,940 | | 3,594 | | 4,659,685 |
Under the Disinterested Stockholders Requirement, the votes were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 40,247,429 | | 37,940 | | 25,280 | | 4,659,685 |