ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 1, 2021, at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of NeoPhotonics Corporation (the "Company"), the Company's stockholders approved NeoPhotonics Corporation 2020 Equity Incentive Plan as amended and restated (the "2020 Plan"). The 2020 Plan had been previously approved, subject to stockholder approval, by the Board of Directors of the Company. The Plan became effective immediately upon stockholder approval at the Annual Meeting.

The Board of Directors approved the 2020 Plan to increase the number of shares available for the grant of stock options, restricted stock unit awards, and other awards by 900,000 shares, which became effective immediately following the approval of the 2020 Plan by the stockholders. After taking this amendment into account, the aggregate number of shares of common stock reserved for issuance under the 2020 Plan will not exceed the sum of (i) 2,821,414 shares and (ii) certain shares subject to outstanding awards granted under the Company's 2010 Equity Incentive Plan or 2011 Inducement Award Plan that may become available for issuance under the 2020 Plan, as such shares become available from time to time.

A summary of the material terms of the 2020 Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 16, 2021. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2020 Plan and the forms of award agreements under the 2020 Plan.

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

The 2021 Annual Meeting was held on June 1, 2021. Proxies for the meeting were solicited by the Company's Board of Directors pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's solicitations. At the Annual Meeting, 42,843,494 common shares were represented in person or by proxy. The final votes on the proposals presented at the meeting were as follows:

Proposal 1:

Charles J. Abbe, Bandel L. Carano, and Michael J. Sophie were elected as Class
II directors to hold office until the 2024 Annual Meeting of Stockholders by the
following vote:

      Nominee                For             Withheld          Broker Non-Votes
Charles J. Abbe          36,134,319          477,954            6,231,221
Bandel L. Carano         35,036,852        1,575,421            6,231,221
Michael J. Sophie        36,071,899          540,374            6,231,221



Proposal 2:

The 2020 Plan was approved by the following vote:



      For             Against         Abstain         Broker Non-Votes
  35,700,137        873,109          39,026            6,231,222



Proposal 3:

The selection by the Audit Committee of the Company's board of directors of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified by the following vote:


      For            Against         Abstain         Broker Non-Votes
  42,717,722        69,891          55,881                            0




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                                   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.
Date: June 3, 2021   NEOPHOTONICS CORPORATION

                     By:            /S/  ELIZABETH EBY
                                    Elizabeth Eby
                                    Senior Vice President, Finance and
                                    Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)

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