Coherent (COHR) Proxy filing summary

Executive summary

• FY2026 revenue reached $7.12B, up 22.5% YoY; GAAP gross margin rose 233 bps to 37.5%, and GAAP EPS improved $4.64 to $4.12. Datacenter & Communications revenue grew 40% to $5.27B.

• FY2027 begins with strong customer demand, expanding manufacturing capacity and new growth platforms expected to ramp; a multiyear NVIDIA agreement includes a multibillion-dollar purchase commitment and $2B investment.

• A Sherman, Texas, 6-inch indium phosphide facility expansion is underway; a letter of intent proposes up to $50M in direct CHIPS and Science Act funding.

Voting matters and shareholder proposals

• At the November 18, 2026 virtual meeting, shareholders vote on four Class Three director nominees, FY2026 executive compensation on an advisory basis, and ratification of Ernst & Young LLP for FY2027; the Board recommends FOR all.

• Director election requires more FOR than AGAINST votes; a majority of votes shareholders present may cast is required for Proposals 2 and 3. Abstentions count AGAINST Proposals 2 and 3; broker non-votes do not affect Proposal 2.

• The advisory pay vote is non-binding; the Compensation and Human Capital Committee will consider its outcome in future pay decisions. The next say-on-pay vote is scheduled for the FY2027 annual meeting.

• Proposals for inclusion in the expected November 2027 proxy materials are due June 11, 2027; floor proposals require notice June 21–July 21, 2027.

Board of directors and corporate governance

• The Board has 14 members across three staggered classes; all directors except the CEO are independent. Four Class Three nominees seek three-year terms expiring in 2029.

• The Board met five times in FY2026; each director attended at least 75% of Board and committee meetings on which they served. Three standing committees have written charters reviewed annually.

• An independent Board Chair has served since June 2024, separate from the CEO role; independent directors meet in executive session at least twice each fiscal year.

• Incumbent nominees submit conditional resignations if AGAINST votes exceed FOR votes; the Board must publicly disclose its decision and rationale within 90 days after election results are certified.