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): June 4, 2020
Techpoint, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or Other Jurisdiction of Incorporation) |
000-55843 (Commission File Number) |
80-0806545 (I.R.S. Employer |
2550 N. First Street, #550
San Jose, CA 95131 USA
(408) 324-0588
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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Japanese Depositary Shares, each representing one Common Stock Share, par value $0.0001 per share |
M-6697 |
Tokyo Stock Exchange (Mothers 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 5.07 Submission of Matters to a Vote of Security Holders.
Techpoint, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 4, 2020 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2020. Present at the Annual Meeting in person or by proxy were holders representing 14,229,257 shares of common stock, representing 81% of the total of 17,566,992 shares of common stock outstanding and entitled to vote at the Annual Meeting.
In accordance with the Japanese depositary shares (“JDSs”) trust agreement, shares of common stock are to be voted by brokers upon receipt of specific instructions from individual JDSs holders. If specific instructions are not received, the shares of common stock underlying JDSs are presented below as “Broker Non-Votes”. However, in accordance with the terms of the JDSs trust agreement, the Trustees under the JDSs trust agreement report these votes as “Blank Votes” (as such term is defined in the JDSs trust agreement), which are treated as being present at the meeting for purposes of determining if a quorum is established.
Proposal 1. Election of Directors. The Company’s stockholders elected six directors to serve until the next Annual Meeting or until their successors are duly elected and qualified.
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Proposal |
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Votes For |
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Votes Withheld |
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Fumihiro Kozato |
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9,137,586 |
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21,100 |
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Dr. Feng Kuo, Ph.D. |
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9,041,476 |
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117,200 |
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Fun-Kai Liu |
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9,140,486 |
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18,200 |
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Koji Mori |
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9,138,186 |
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20,500 |
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Robert Cochran |
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9,141,086 |
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17,600 |
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Dr. Yaichi Aoshima, Ph.D. |
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9,138,486 |
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20,200 |
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There were 5,070,571 broker non-votes for Proposal 1, including 5,070,571 Blank Votes.
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
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Proposal |
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For |
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Against |
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Abstain |
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Broker Non-Votes* |
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Proposal 2 |
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9,114,236 |
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17,500 |
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81,450 |
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5,016,071 |
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* Includes 5,016,071 Blank Votes.
SIGNATURE
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.
Dated: June 9, 2020
Techpoint, Inc.
By: /s/ Fumihiro Kozato
Fumihiro Kozato
President and Chief Executive Officer
(Principal Executive Officer)