SEC Form 8-K filed by Coherent Corp.

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): November 13, 2025

 

Coherent Corp.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania		001-39375		25-1214948
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

375 Saxonburg Boulevard

Saxonburg, Pennsylvania 16056

(Address of Principal Executive Offices) (Zip Code)

(724) 352-4455

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

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:

 

☐	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
Common Stock, no par value		COHR		New York Stock Exchange

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.

(a) Coherent Corp. (the “Company”) held its Annual Meeting of Shareholders on November 13, 2025 (the “Annual Meeting”). As of September 15, 2025, the record date for the Annual Meeting (the “Record Date”), there were 156,935,310 shares of the Company’s common stock, no par value (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. In addition, 75,000 shares of the Company’s Series B-1 Convertible Preferred Stock, no par value, and 140,000 shares of the Company’s Series B-2 Convertible Preferred Stock, no par value, were issued and outstanding as of the Record Date and entitled to vote as one class with the Common Stock on an as-converted basis. A total of 163,694,370 votes outstanding, representing approximately 87.62% of the total number of votes entitled to be cast at the Annual Meeting, were present in person or by proxy at the Annual Meeting.

(b) At the Annual Meeting, the Company’s shareholders elected Enrico DiGirolamo, David L. Motley, Lisa Neal-Graves, Shaker Sadasivam, and Michelle Sterling as Class Two Directors to serve until the Company’s 2028 annual meeting of shareholders or until their respective successors are duly elected and qualified (“Proposal 1”). Proposal 1 received the following votes:

Enrico DiGirolamo

 

For		Against		Abstain		Broker Non-Votes
147,030,531		5,601,715		461,214		10,600,910

David L. Motley

 

For		Against		Abstain		Broker Non-Votes
151,604,827		1,354,746		133,887		10,600,910

Lisa Neal-Graves

 

For		Against		Abstain		Broker Non-Votes
137,292,592		15,597,648		203,220		10,600,910

Shaker Sadasivam

 

For		Against		Abstain		Broker Non-Votes
150,682,411		2,264,063		146,986		10,600,910

Michelle Sterling

 

For		Against		Abstain		Broker Non-Votes
150,900,257		1,998,890		194,313		10,600,910

At the Annual Meeting, the Company’s shareholders approved (on a non-binding advisory basis) the Company’s executive compensation of named executive officers in the Company’s fiscal year 2025, as disclosed in the Proxy Statement (“Proposal 2”). Proposal 2 received the following votes:

 

For		Against		Abstain		Broker Non-Votes
147,235,758		5,194,005		663,697		10,600,910

At the Annual Meeting, the Company’s shareholders ratified the selection by the Audit and Risk Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2026 (“Proposal 3”). Proposal 3 received the following votes:

 

For		Against		Abstain		Broker Non-Votes
161,561,608		1,597,686		535,076		-

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

 

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.

 

				Coherent Corp.
Date: November 17, 2025				By:		/s/ Rob Beard
						Rob Beard
						Chief Legal and Global Affairs Officer