8-K/ALeadership ChangesExhibits & Filings

COHERENT CORP. 8-K/A Report, Executive Changes (Sep 27, 2019)

Filed September 27, 2019For Securities:COHR

Summary

COHERENT CORP. (COHR) filed an Amendment No. 1 to its Form 8-K on September 27, 2019, to correct a typographical error in Exhibit 10.1 related to an Amended and Restated Credit Agreement and to amend Item 5.02 concerning director appointments. The primary focus of this amendment is the addition of three new members to the Board of Directors: Michael L. Dreyer, Jerry S. Rawls, and Robert N. Stephens. These individuals are designees of Finisar Corporation, reflecting the ongoing integration following the merger between II-VI Incorporated (now Coherent Corp.) and Finisar. These new directors bring extensive experience from previous roles at Finisar and other technology and financial services companies, including F5 Networks, Silicon Valley Bank, VISA, and Adaptec. They have been appointed to serve on key board committees, including Corporate Governance and Nominating, Subsidiary, Audit, and Compensation committees. The compensation for these new directors will align with the company's standard arrangements for non-employee directors, including cash retainers and equity grants, prorated for the current fiscal year and fully effective from the 2021 fiscal year.

Key Highlights

  • 1Amendment to 8-K filing on September 27, 2019, corrects a typographical error in the Amended and Restated Credit Agreement (Exhibit 10.1).
  • 2Appointment of three new directors: Michael L. Dreyer, Jerry S. Rawls, and Robert N. Stephens, as designees of Finisar Corporation.
  • 3These directors' appointments are effective as of the merger's 'Effective Time' and aim to integrate Finisar's board representation.
  • 4The new directors possess significant experience in technology, finance, and executive leadership roles.
  • 5Messrs. Dreyer, Rawls, and Stephens have been assigned to key board committees: Corporate Governance, Subsidiary, Audit, and Compensation.
  • 6New directors will receive standard non-employee director compensation, including cash retainers and equity awards, prorated for the current fiscal year.
  • 7No reportable transactions or arrangements between the new directors and the company requiring disclosure under Item 404(a) of Regulation S-K.

Frequently Asked Questions

The primary purpose of this amendment is to correct a typographical error in an exhibit related to the company's credit agreement and to formally document the appointment of three new directors to the Board of Directors, who were designees of Finisar Corporation following the merger.

The newly appointed directors are Michael L. Dreyer, Jerry S. Rawls, and Robert N. Stephens. They bring extensive experience from their previous roles at Finisar Corporation and other significant companies in the technology and financial sectors, including leadership positions at companies like VISA, Silicon Valley Bank, and Adaptec.

The new directors will be compensated in line with the company's standard arrangements for non-employee directors. This includes a prorated annual cash retainer and equity compensation (restricted stock units and stock options) for the remainder of the current fiscal year, with full standard compensation beginning in fiscal year 2021.

This amendment primarily addresses director appointments and a correction to an exhibit. While it references the filing of Finisar's financial statements (audited and unaudited) as exhibits, the company states that it intends to file the required pro forma financial information in a subsequent amendment to this report.