Coherent Corp. (COHR) 8-K Summary
Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders held by Coherent Corp. on November 13, 2025. The record date for the meeting was September 15, 2025. As of the record date, there were 156,935,310 shares of Common Stock outstanding, along with 75,000 shares of Series B-1 Convertible Preferred Stock and 140,000 shares of Series B-2 Convertible Preferred Stock.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance and shareholder voting results.
Material Changes and Voting Results
A total of 163,694,370 votes were present, representing approximately 87.62% of the total votes entitled to be cast. Shareholders approved three proposals:
- Proposal 1 (Election of Directors): Shareholders elected five Class Two Directors to serve until the 2028 annual meeting.
- Enrico DiGirolamo: 147,030,531 For; 5,601,715 Against.
- David L. Motley: 151,604,827 For; 1,354,746 Against.
- Lisa Neal-Graves: 137,292,592 For; 15,597,648 Against.
- Shaker Sadasivam: 150,682,411 For; 2,264,063 Against.
- Michelle Sterling: 150,900,257 For; 1,998,890 Against.
- Proposal 2 (Executive Compensation): Shareholders approved the non-binding advisory vote on executive compensation for fiscal year 2025.
- For: 147,235,758; Against: 5,194,005.
- Proposal 3 (Auditor Ratification): Shareholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026.
- For: 161,561,608; Against: 1,597,686.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the specific terms and compensation packages for the newly elected directors, particularly Lisa Neal-Graves, who received a higher "Against" vote count relative to other nominees.
- Confirm the details of the executive compensation plan approved in Proposal 2 by reviewing the referenced Proxy Statement.
- Note the high level of shareholder participation (87.62%) and the significant number of broker non-votes (10,600,910) on director and compensation proposals.
- Verify the scope of services and fees for Ernst & Young LLP for the upcoming fiscal year ending June 30, 2026.