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

Cepton, Inc., a Delaware corporation (the "Company"), held a special meeting of stockholders (the "Special Meeting") on January 11, 2023. At the Special Meeting, the Company's stockholders approved the following proposals, which are described in more detail in the Company's definitive proxy statement filed with the SEC on December 8, 2022. The final voting results for each of the proposals submitted to a stockholder vote at the Special Meeting are as follows:

Proposal No. 1: In accordance with Nasdaq Listing Rule 5635, approval of the issuance of 100,000 shares of the Company's Series A Convertible Preferred Stock, par value $0.00001 per share (the "Preferred Stock"), to Koito Manufacturing Co., Ltd. (the "Investor"), in accordance with the terms of the Investment Agreement, dated October 27, 2022, by and between the Company and the Investor and the issuance of shares of the Company's common stock upon conversion thereof pursuant to the Certificate of Designations of the Preferred Stock (the "Transaction Proposal").





    For       Against   Abstain   Broker Non-Votes
124,411,825   158,050   25,539        583,248

The Company did not present Proposal No. 2 (approval of a proposal to adjourn the Special Meeting to a later date or time, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve the Transaction Proposal) at the Special Meeting.

Item 7.01. Regulation FD Disclosure.

On January 11, 2023, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




Exhibit No.   Description
99.1            Press Release, dated January 11, 2023.
104.1         Cover Page Interactive Data File (embedded within the inline XBRL document).




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