Submission of Matters to a Vote of Security Holders - Form 8-K

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

(e) Compensatory Arrangements of Certain Officers.

At the 2024 annual meeting of shareholders (the "Annual Meeting") of EMCORE Corporation (the "Company"), shareholders were asked to approve an amendment to the EMCORE Corporation Amended and Restated 2019 Equity Incentive Plan (as so amended, the "Amended 2019 Plan"), which was adopted, subject to shareholder approval, by the Company's Board of Directors (the "Board") on December 7, 2023. As described in Item 5.07 below, the Company's shareholders approved the Amended 2019 Plan on March 15, 2024.

The maximum number of shares of the Company's common stock that may be issued or transferred pursuant to awards under the Amended 2019 Plan equals the sum of the following: (a) 17,152,160 shares of common stock, plus (b) the number of any shares subject to stock options granted under the EMCORE Corporation 2012 Equity Incentive Plan, as amended and restated (the "2012 Plan"), and the EMCORE Corporation 2010 Equity Incentive Plan, as amended and restated (the "2010 Plan" and, together with the 2012 Plan, the "Prior Plans"), that were outstanding on March 22, 2019 (the date of initial shareholder approval of the EMCORE Corporation 2019 Equity Incentive Plan (the "Shareholder Approval Date")), which expire, or for any reason are cancelled or terminated, after the Shareholder Approval Date without being exercised, plus (c) the number of any shares subject to restricted stock and restricted stock unit awards granted under the Prior Plans that were outstanding and unvested on the Shareholder Approval Date and that are forfeited, terminated, cancelled, or otherwise reacquired by the Company without having become vested, after the Shareholder Approval Date.

The Board or one or more committees appointed by the Board administers the Amended 2019 Plan. The Board has delegated general administrative authority for the Amended 2019 Plan to the Compensation Committee of the Board. The Board or a committee thereof (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative and grant authority under the Amended 2019 Plan. The administrator of the Amended 2019 Plan has broad authority under the Amended 2019 Plan to, among other things, select participants and determine the type(s) of award(s) that they are to receive, and determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award.

Persons eligible to receive awards under the Amended 2019 Plan include officers or employees of the Company or any of its subsidiaries, directors of the Company, and certain consultants and advisors to the Company or any of its subsidiaries.

The types of awards that may be granted under the Amended 2019 Plan include stock options, stock appreciation rights, restricted stock, stock bonuses, stock units and other forms of awards granted or denominated in our common stock or units of our common stock, as well as certain cash bonus awards.

Shares subject to outstanding awards that expire, are cancelled, or otherwise terminate and shares subject to outstanding awards that are settled in cash will be available for issuance under the Amended 2019 Plan; however, any shares exchanged or withheld by the Company to satisfy any purchase price and tax withholding obligations related to options, stock appreciation rights or "full-value awards," as well as the total number of shares subject to any stock appreciation rights will count against the share limit and will not be available for issuance under the Amended 2019 Plan.