false 0001821769 0001821769 2026-06-25 2026-06-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): June 25, 2026

 

 

Navitas Semiconductor Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   001-39755   85-2560226
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)

 

3520 Challenger Street, Torrance, California   90503-1640
(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
Class A Common Stock, par value $0.0001 per share NVTS The Nasdaq Stock Market LLC

 

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.

 

On June 25, 2026, Navitas Semiconductor Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). A total of 233,713,166 shares of the Company’s Class A common stock, par value of $0.0001 per share (“Class A common stock”) were eligible to vote at the Annual Meeting. There were 157,213,045 shares of Class A common stock represented at the Annual Meeting by valid proxies or voted at the meeting, which constituted a quorum. Set forth below are the proposals voted upon at the Annual Meeting, which are more fully described in the Proxy Statement in connection with the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2026 (the Proxy Statement”), as supplemented by the Supplement to Proxy Statement, filed with the SEC on May 15, 2026 (the “Supplement”).

 

Proposal 1: To elect three directors to serve as members of the board of directors until the 2027 annual meeting of stockholders and until their successors are elected and qualified if Proposal 2 is approved or until the 2029 annual meeting of stockholders and until their successors are elected and qualified if Proposal 2 is not approved.

 

Stockholders of the Company elected each of the three nominees set forth in Proposal 1 at the Annual Meeting. The voting results were as follows:

 

Nominee   Votes For   Votes Withheld   Broker Non-Votes
Brian Long   61,624,637   37,342,598   58,245,810
             
David Moxam   77,922,261   21,044,974   58,245,810
             
Dipender Saluja   75,620,082   23,347,153   58,245,810

  

Proposal 2: To approve an amendment to the Navitas Semiconductor Corporation Second Amended and Restated Certificate of Incorporation to declassify the board of directors, as set forth in the form of Certificate of Amendment attached as Appendix A to the Proxy Statement, as supplemented by the Supplement, and modify the terms of all elected directors, including the Class II directors elected at the annual meeting, to expire at the 2027 annual meeting of stockholders.

 

Stockholders of the Company did not approve Proposal 2 at the Annual Meeting. Notwithstanding the foregoing, Proposal 2 received a substantial majority of the votes actually cast at the Annual Meeting. The voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
96,981,859   1,661,077   324,299   58,245,810

 

Because Proposal 2 was not approved, the terms of each of the directors elected in Proposal 1 will expire at the Company’s 2029 annual meeting of stockholders.

 

Proposal 3: To vote on an advisory resolution to approve the Company’s executive compensation.

 

Stockholders of the Company approved Proposal 3 at the Annual Meeting. The voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
61,355,926   18,050,372   19,560,937   58,245,810

 

Proposal 4: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

Stockholders of the Company approved Proposal 4 at the Annual Meeting. The voting results were as follows:

 

Votes For   Votes Against   Abstentions
156,408,738   573,484   230,823

 

 

 

 

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: June 26, 2026    
    By: /s/ Chris Allexandre
      Chris Allexandre
      President and Chief Executive Officer