Coherent Corp shareholders approve directors, 2025 pay and EY as auditor

Rhea-AI Filing Summary

Coherent Corp. held its Annual Meeting of Shareholders on November 13, 2025, with 163,694,370 votes represented, about 87.62% of votes entitled to be cast. Shareholders elected Enrico DiGirolamo, David L. Motley, Lisa Neal-Graves, Shaker Sadasivam, and Michelle Sterling as Class Two Directors to serve until the 2028 annual meeting or until successors are elected and qualified. As of the September 15, 2025 record date, 156,935,310 common shares plus Series B-1 and B-2 preferred shares were outstanding and entitled to vote on an as-converted basis. Shareholders approved on a non-binding advisory basis the 2025 executive compensation, with 147,235,758 votes for and 5,194,005 against. They also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026, with 161,561,608 votes for and 1,597,686 against.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 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

FAQ

What did Coherent Corp. (COHR) shareholders vote on at the 2025 Annual Meeting?

Shareholders voted on three items: electing five Class Two Directors to terms running to the 2028 annual meeting, an advisory approval of executive compensation for fiscal 2025, and ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026.

Which directors were elected at Coherent Corp.’s 2025 Annual Meeting and for how long?

Shareholders elected Enrico DiGirolamo, David L. Motley, Lisa Neal-Graves, Shaker Sadasivam, and Michelle Sterling as Class Two Directors, each to serve until Coherent Corp.’s 2028 annual meeting of shareholders or until their respective successors are duly elected and qualified.

How did Coherent Corp. (COHR) shareholders vote on executive compensation in 2025?

On a non-binding advisory basis, shareholders approved Coherent Corp.’s 2025 executive compensation with 147,235,758 votes for, 5,194,005 against, 663,697 abstentions, and 10,600,910 broker non-votes.

Was Ernst & Young LLP reappointed as Coherent Corp.’s auditor and what were the vote results?

Yes. Shareholders ratified the selection of Ernst & Young LLP as Coherent Corp.’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 161,561,608 votes for, 1,597,686 against, and 535,076 abstentions.

How many Coherent Corp. (COHR) shares were entitled to vote at the 2025 Annual Meeting?

As of the September 15, 2025 record date, there were 156,935,310 shares of common stock, 75,000 shares of Series B-1 Convertible Preferred Stock, and 140,000 shares of Series B-2 Convertible Preferred Stock outstanding and entitled to vote on an as-converted basis.

What level of shareholder participation did Coherent Corp. achieve at the 2025 Annual Meeting?

A total of 163,694,370 votes, representing approximately 87.62% of the votes entitled to be cast at the Annual Meeting, were present in person or by proxy.