UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 10, 2024, Transphorm, Inc., a Delaware corporation (“Transphorm”), announced its entry into an Agreement and Plan of Merger (as it may be amended from time to time), dated January 10, 2024, (the “Merger Agreement”), between Renesas Electronics America Inc., a California corporation (“Renesas”), Travis Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Renesas Electronics Corporation, a Japanese corporation (solely for the purposes set forth in Section 9.17 of the Merger Agreement), and Transphorm. The Merger Agreement provides for Merger Sub to be merged with and into Transphorm, with Transphorm surviving as a wholly owned subsidiary of Renesas (the “Merger”).
In connection with the Merger, Transphorm held a special meeting of stockholders on April 9, 2024, at 10:00 a.m., Pacific Daylight Time (the “Special Meeting”). The Special Meeting was held exclusively online via webcast.
As of February 22, 2024, the record date for the Special Meeting, there were 63,275,207 shares of Transphorm’s capital stock issued, outstanding and entitled to vote at the Special Meeting (the “Shares”). Each Share was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, the holders of 56,649,054 Shares were present in person (virtually) or represented by proxy, which constituted a quorum.
The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in Transphorm’s definitive proxy statement, dated March 4, 2024, filed by Transphorm with the Securities and Exchange Commission (the “Proxy Statement”).
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| Proposal 1: To adopt the Merger Agreement. |
56,545,970 | 4,811 | 98,273 | — | ||||||||||
| Proposal 1 was approved |
||||||||||||||
Proposal 2 as described in the Proxy Statement (relating to the adjournment of the Special Meeting if necessary or appropriate) was rendered moot and was not presented at the Special Meeting as a result of the approval of Proposal 1.
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.
| TRANSPHORM, INC. | ||||||
| Dated: April 10, 2024 | By: | /s/ Cameron McAulay | ||||
| Name: Cameron McAulay | ||||||
| Title: Chief Financial Officer | ||||||