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): July 8, 2025
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(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| of incorporation) | ||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (844 ) 654-2642
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
par value $0.0001 per share | ||||||||
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.
At our 2025 annual stockholders’ meeting on July 8, 2025, stockholders approved the three proposals set forth below. Each proposal is described in more detail in our definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on May 29, 2025 (our “2025 Proxy Statement”). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes applicable to each proposal, are set forth below.
Proposal No. 1—Director Election: The following nominees were reelected to the board of directors as Class I directors for terms expiring at the 2028 annual stockholders’ meeting and until their respective successors are elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Gene Sheridan | 79,516,849 | 2,916,681 | 47,743,002 | |||||||||||||||||
| Ranbir Singh | 73,304,449 | 9,129,081 | 47,743,002 | |||||||||||||||||
| Cristiano Amoruso | 75,380,362 | 7,053,168 | 47,743,002 | |||||||||||||||||
Proposal No. 2—Say on Pay: By the following votes, stockholders adopted a resolution approving, on an advisory basis, the compensation of our named executive officers as disclosed in the summary compensation table and related narrative discussion in our 2025 Proxy Statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 78,102,368 | 2,531,474 | 1,799,688 | 47,743,002 | |||||||||||||||||
Proposal No. 3—Ratification of Appointment of Auditors: By the following votes, stockholders ratified, on an advisory basis, the appointment of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 122,117,163 | 274,106 | 7,785,263 | ||||||||||||
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.
| NAVITAS SEMICONDUCTOR CORPORATION | |||||||||||
| Dated: July 8, 2025 | |||||||||||
| By: | /s/ Gene Sheridan | ||||||||||
| Gene Sheridan | |||||||||||
| President and Chief Executive Officer | |||||||||||