Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 9, 2023, Alpha and Omega Semiconductor Limited (the "Company") held its Annual General Meeting of Shareholders (the "Annual Meeting") at which shareholders voted on six proposals and casted their votes as described below. Details of proposals are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 25, 2023. There were present at the Annual Meeting, represented by proxy or in person, holders of 24,459,592 common shares, constituting a quorum.
Proposal 1
The following nine directors were elected to serve on the Board of Directors of the Company (the "Board") until the 2024 Annual General Meeting of Shareholders or until their respective successors have been duly elected and qualified, as set forth below:
| DIRECTORS | FOR | WITHHELD | BROKER NON-VOTES |
| Mike F. Chang | 20,508,025 | 191,298 | 3,760,269 |
| Lucas S. Chang | 20,450,602 | 248,721 | 3,760,269 |
| Stephen C. Chang | 20,573,373 | 125,950 | 3,760,269 |
| Claudia Chen | 20,456,511 | 242,812 | 3,760,269 |
| So-Yeon Jeong | 20,606,982 | 92,341 | 3,760,269 |
| Hanqing (Helen) Li | 20,630,192 | 69,131 | 3,760,269 |
| King Owyang | 20,437,154 | 262,169 | 3,760,269 |
| Michael L. Pfeiffer | 20,607,298 | 92,025 | 3,760,269 |
| Michael J. Salameh | 20,521,015 | 178,308 | 3,760,269 |
Proposal 2
The Company's shareholders approved, on an advisory basis, the compensation of the Company's named executive officers as described in the proxy statement, by the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 20,308,159 | 351,308 | 39,856 | 3,760,269 |
Proposal 3
The Company's shareholders voted on, on an advisory basis, whether the advisory shareholder vote to
approve the compensation of the Company's named executive officers should occur every year, once every two years or once every three years, as follows:
| Every Year | Every Two Years | Every Three Years | ABSTAIN | BROKER NON-VOTES |
| 18,372,763 | 9,076 | 2,302,921 | 14,563 | 3,760,269 |
Based upon the shareholder votes of Proposal 3 and consistent with the Board's recommendation, the Board has determined that the advisory vote on the compensation of the Company's named executive officers will be submitted to shareholders every year until the next required vote on the frequency of such votes.
Proposal 4
The Company's shareholders approved an amendment to and restatement of the Company's 2018 Omnibus Incentive Plan to increase the number of common shares authorized for issuance under such plan, by the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | UNCAST |
| 17,573,143 | 3,088,730 | 37,450 | 3,760,269 | - |
Proposal 5
The Company's shareholders approved an amendment to and restatement of the Company's 2018 Employee
Share Purchase Plan to increase the number of common shares authorized for issuance under such plan, by the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | UNCAST |
| 20,578,365 | 103,854 | 17,104 | 3,760,269 | - |
Proposal 6
The Company's shareholders ratified and approved the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm, and authorized the Board, acting through its audit committee, to determine the remuneration of such accounting firm, for the fiscal year ending June 30, 2024, by the votes set forth below:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | UNCAST |
| 24,311,648 | 97,168 | 50,776 | - | - |
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Alpha & Omega Semiconductor Ltd. published this content on 14 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 November 2023 21:34:48 UTC.