Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2020, LightPath Technologies, Inc. (the "Company," "we," "us," or "our") entered into a letter agreement (the "Letter") with J. James Gaynor, our former President and Chief Executive Officer, relating to additional compensation to be paid to Mr. Gaynor in the amount of $400,000 (the "Cash Award"), which amount was intended to partially compensate Mr. Gaynor for the loss of certain expired stock options. The Cash Award will be paid in three equal payments on November 16, 2020, January 15, 2020, and April 15, 2021. The Letter also confirmed the amount of incentive compensation of $43,000 that Mr. Gaynor earned during fiscal 2020, which amount will be paid on November 20, 2020.

The Letter contained standard release provisions and confirmed that the Letter did not otherwise amend or modify Mr. Gaynor's Amendment to Employment Letter dated March 13, 2020 and Employment Letter dated June 10, 2008.

The foregoing description of the Letter is not complete and is qualified in its entirety by reference to the full text of the Letter, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2020.

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

On November 12, 2020, we held the Annual Meeting of Stockholders (the "Meeting"). A total of 26,012,831 shares of Class A common stock were issued and outstanding as of the record date of the Meeting, September 16, 2020, and a total of 20,236,542 shares of Class A common stock were present or represented by proxy and voted at the Meeting, constituting a quorum. The following proposals were voted on at the Meeting, as described in greater detail in the Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on October 1, 2020 (the "Proxy Statement"):

Proposal 1 - To elect Class III directors to the Company's Board of Directors. Our stockholders duly elected Mr. Leeburg, Mr. Dunham, and Mr. Rubin by at least a plurality of the votes cast, to serve until his successor is elected and qualified or until his earlier resignation or removal. The results of the voting were as follows:




              For         Withheld    Broker Non-Votes

Louis Leeburg  8,523,052   1,649,509   10,063,981
Craig Dunham   8,716,609   1,455,952   10,063,981
Shmuel Rubin   8,682,801   1,489,760   10,063,981

Proposal 2 - To hold a stockholder advisory vote on the compensation of our named executive officers disclosed in the Proxy Statement under the section titled "Executive Compensation," including the compensation tables and other narrative executive compensation disclosures therein, required by Item 402 of Securities and Exchange Commission Regulation S-K. Our stockholders approved, on a non-binding, advisory basis, the executive compensation of the Company's named executive officers. The results of the voting were as follows:




For         Against   Abstain   Broker Non-Votes

 8,857,335   776,871   538,355   10,063,981

Proposal 3 - To ratify the selection of MSL, P.A. as the Company's independent registered public accounting firm. Our stockholders ratified the selection of MSL, P.A. as our independent registered public accounting firm. The results of the voting were as follows:



For          Against   Abstain  Broker Non-Votes

 19,809,643   356,000   70,899   0

Item 7.01. Regulation FD Disclosure.

We gave a presentation at the meeting. A copy of the presentation is available at www.lightpath.com/presentations.

© Edgar Online, source Glimpses