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

Date of Report (Date of earliest event reported): February 21, 2012

(Exact name of registrant as specified in its charter)

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (510) 580-8828

(Former name or former address, if changed since last report)

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):

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

On February 21, 2012, Opnext, Inc. (the “Company”) held our Annual Meeting of Stockholders (the “Annual Meeting”). A total of 58,651,235 shares of our common stock were present at the Annual Meeting in person or represented by proxy, representing approximately 65% of our issued and outstanding shares on the January 18, 2012 record date. The following matters were submitted to a vote of the Company’s security holders at the Annual Meeting:

Proposal 1: To elect each of Dr. David Lee and Mr. Philip F. Otto as a Class II director for a three-year term of office expiring at the 2014 annual meeting of stockholders:

Based on these results, both Dr. Lee and Mr. Otto were elected to serve as directors until our 2014 annual meeting of stockholders, or until their respective successors are elected and qualified.

Proposal 2: To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm to examine the annual financial statements of the Company for the fiscal year ending March 31, 2012:

Proposal 3: To approve, by nonbinding vote, the compensation of our named executive officers as presented in the Company’s Proxy Statement for the Annual Meeting:

Proposal 4: To recommend, by nonbinding vote, the frequency with which executive compensation will be subject to a stockholder advisory vote:

Accordingly, the Company, consistent with its recommendation and the voting results on this advisory proposal, has determined to present stockholders with the opportunity to cast an advisory vote on executive compensation every three years.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.