[8-K] ALPHA & OMEGA SEMICONDUCTOR Ltd Reports Material Event

Rhea-AI Filing Summary

Alpha and Omega Semiconductor Limited reported the results of its Annual General Meeting of Shareholders, where holders of 27,965,479 common shares were present in person or by proxy, constituting a quorum. Shareholders elected nine directors to serve until the 2026 Annual General Meeting, with each nominee receiving a substantial majority of votes cast.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers. They approved an amendment and restatement of the 2018 Omnibus Incentive Plan to increase the number of common shares authorized for issuance under the plan. In addition, shareholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026, and authorized the board’s audit committee to determine its remuneration. Finally, shareholders approved the potential adjournment of the meeting if needed to solicit additional proxies.

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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 11, 2025

 _________________________________

Alpha and Omega Semiconductor Limited

(Exact name of registrant as specified in its charter)

Bermuda

001-34717

77-0553536

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

(Address of principal registered offices)

(408) 830-9742

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐ 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 Shares			AOSL			The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 November 11, 2025, Alpha and Omega Semiconductor Limited (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”) at which shareholders voted on five proposals and cast their votes as described below. Details of the proposals are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 18, 2025. There were present at the Annual Meeting, represented by proxy or in person, holders of 27,965,479 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 2026 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						23,813,215						237,588						3,914,676
Lucas S. Chang						23,862,388						188,415						3,914,676
Stephen C. Chang						23,872,627						178,176						3,914,676
Claudia Chen						23,836,001						214,802						3,914,676
So-Yeon Jeong						23,948,453						102,350						3,914,676
Hanqing (Helen) Li						24,000,055						50,748						3,914,676
King Owyang						23,647,166						403,637						3,914,676
Michael L. Pfeiffer						23,844,056						206,747						3,914,676
Michael J. Salameh						23,664,773						386,030						3,914,676

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
23,704,661						330,810						15,332						3,914,676

Proposal 3

The Company’s shareholders approved an amendment 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
22,229,138						1,809,326						12,339						3,914,676

Proposal 4

The Company’s shareholders ratified and approved the appointment of Deloitte & Touche 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, 2026, by the votes set forth below:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
27,929,088						23,197						13,194						—

Proposal 5

The Company’s shareholders ratified and approved the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the other proposals contained herein, by the following votes:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
26,185,689						1,746,360						33,430						—

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 17, 2025

Alpha and Omega Semiconductor Limited
By:						/s/    Yifan Liang
Name:						Yifan Liang
Title:						Chief Financial Officer and Corporate Secretary

FAQ

What did Alpha and Omega Semiconductor Limited (AOSL) announce in this 8-K?

The company reported the results of its Annual General Meeting of Shareholders, including director elections, executive compensation approval, equity plan changes, auditor ratification, and an adjournment authorization.

Were Alpha and Omega Semiconductor Limited (AOSL) directors re-elected at the 2025 Annual Meeting?

Nine directors, including Mike F. Chang, Lucas S. Chang, and others, were elected to serve on the Board until the 2026 Annual General Meeting or until their successors are duly elected and qualified.

How did Alpha and Omega Semiconductor (AOSL) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 23,704,661 votes for, 330,810 against, and 15,332 abstentions, plus 3,914,676 broker non-votes.

What change was approved to Alpha and Omega Semiconductor’s 2018 Omnibus Incentive Plan?

Shareholders approved an amendment and restatement of the 2018 Omnibus Incentive Plan to increase the number of common shares authorized for issuance under the plan, with 22,229,138 votes for and 1,809,326 against.

Who is the independent auditor for Alpha and Omega Semiconductor (AOSL) for the year ending June 30, 2026?

Shareholders ratified and approved Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 27,929,088 votes for, 23,197 against, and 13,194 abstentions.

How many Alpha and Omega Semiconductor (AOSL) shares were represented at the 2025 Annual Meeting?

There were 27,965,479 common shares represented in person or by proxy at the Annual General Meeting, which constituted a quorum for conducting business.

Did Alpha and Omega Semiconductor (AOSL) shareholders approve a potential adjournment of the Annual Meeting?

Yes, shareholders approved the possibility of adjourning the Annual Meeting to a later date, if necessary or appropriate, with 26,185,689 votes for, 1,746,360 against, and 33,430 abstentions.