Navitas Semiconductor (NASDAQ: NVTS) shareholders approve directors, say-on-pay and KPMG

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Navitas Semiconductor Corporation reported the results of its 2026 annual meeting of stockholders. A total of 157,213,045 shares of Class A common stock were represented in person or by proxy out of 233,713,166 shares eligible to vote, establishing a quorum.

Stockholders elected three directors — Brian Long, David Moxam, and Dipender Saluja — to the board, with their terms now running until the 2029 annual meeting because Proposal 2 was not approved. The proposal to amend the certificate of incorporation to declassify the board and shorten director terms received 96,981,859 votes for, 1,661,077 against, and 324,299 abstentions, but did not achieve the required level of approval.

Stockholders approved the advisory resolution on executive compensation and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 156,408,738 votes for ratification and limited opposition.

8-K Event Classification

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

1 item

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.

Key Figures

Shares eligible to vote: 233,713,166 shares Shares represented at meeting: 157,213,045 shares Proposal 2 votes for: 96,981,859 votes +3 more

6 metrics

Shares eligible to vote 233,713,166 shares Class A common stock eligible for 2026 annual meeting

Shares represented at meeting 157,213,045 shares Class A common stock present or by proxy at 2026 meeting

Proposal 2 votes for 96,981,859 votes Amendment to declassify board and modify director terms

Proposal 2 votes against 1,661,077 votes Amendment to declassify board and modify director terms

Say-on-pay votes for 61,355,926 votes Advisory approval of executive compensation at 2026 meeting

Auditor ratification votes for 156,408,738 votes Ratification of KPMG LLP for fiscal year ending Dec. 31, 2026

Key Terms

declassify the board of directors, Second Amended and Restated Certificate of Incorporation, advisory resolution, independent registered public accounting firm, +2 more

6 terms

declassify the board of directors regulatory

"To approve an amendment ... to declassify the board of directors, as set forth in the form of Certificate of Amendment"

Second Amended and Restated Certificate of Incorporation regulatory

"approve an amendment to the Navitas Semiconductor Corporation Second Amended and Restated Certificate of Incorporation"

advisory resolution regulatory

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

An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.

independent registered public accounting firm financial

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

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes regulatory

"Votes For | | Votes Withheld | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum regulatory

"There were 157,213,045 shares ... which constituted a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 04:16 PM Accepted by SEC EDGAR 06/26/2026 - 04:15 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Navitas Semiconductor (NVTS) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, a proposal to declassify the board, an advisory say-on-pay resolution, and ratification of KPMG LLP as auditor. Three directors were elected, say-on-pay passed, and KPMG was ratified, while the board declassification proposal was not approved.

How many Navitas Semiconductor (NVTS) shares were represented at the 2026 meeting?

A total of 157,213,045 shares of Class A common stock were represented at the meeting out of 233,713,166 eligible to vote. This established a quorum and allowed stockholders to act on the proposals presented for consideration.

Were Navitas Semiconductor (NVTS) directors elected at the 2026 annual meeting?

Yes. Stockholders elected Brian Long, David Moxam, and Dipender Saluja as directors. Because the board declassification proposal was not approved, each director’s term will run until the 2029 annual meeting of stockholders under the current classified board structure.

Did Navitas Semiconductor (NVTS) stockholders approve declassifying the board of directors?

No. The proposal to amend the certificate of incorporation to declassify the board was not approved, even though it received 96,981,859 votes for. As a result, director terms, including those just elected, continue under the existing structure through the 2029 meeting.

Was Navitas Semiconductor (NVTS) executive compensation approved on an advisory basis?

Yes. Stockholders approved the advisory resolution on executive compensation, with 61,355,926 votes for, 18,050,372 against, and 19,560,937 abstentions. This non-binding vote expresses stockholder views on the company’s pay practices for named executive officers.

Who is Navitas Semiconductor’s (NVTS) auditor for fiscal year 2026?

KPMG LLP was ratified as Navitas Semiconductor’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 156,408,738 votes for, 573,484 against, and 230,823 abstentions from stockholders.

Filing Exhibits & Attachments

3 documents