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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 12, 2019

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)

0-16244
(Commission
File Number)

11-2989601
(IRS Employer
Identification No.)

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

(516) 677-0200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

VECO

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Appointment of New Director

On November 12, 2019, Veeco’s Board of Directors voted to increase the size of the Board from eight to nine directors and to appoint Mary Jane Raymond as a Class III director, to hold office until the 2021 Annual Meeting of Stockholders. Ms. Raymond was identified through a search process which was commenced earlier this year in connection with the Board’s desire for increased diversity. The search process was led by the Governance Committee and used the services of an outside search firm.

Ms. Raymond, age 59, has served as Chief Financial Officer of II-VI Incorporated, a global leader in engineered materials and optoelectronic components, since joining in 2014. Before II-VI, Ms. Raymond worked for Hudson Global, a professional recruitment and talent management firm, as Chief Financial Officer from 2005 to 2013, and for Dun and Bradstreet from 2002 to 2005, as Chief Risk Officer and prior thereto Vice President and Corporate Controller. Ms. Raymond holds a Bachelor of Arts degree from St. Joseph’s University and an MBA from the Stanford Graduate School of Business. Ms. Raymond is also a certified management accountant.

Consistent with Veeco’s director compensation policy, Ms. Raymond was granted restricted shares of Veeco common stock having a value of $120,000, the restrictions on which will lapse on the earlier to occur of: (i) the date immediately preceding the date of Veeco’s 2020 Annual Meeting of Stockholders and (ii) the first anniversary of the award date.

Veeco also entered into its standard form of indemnification agreement with Ms. Raymond on substantially the same terms as those entered into with our other directors and executive officers.

SIGNATURES

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.

November 14, 2019

VEECO INSTRUMENTS INC.

By:

/s/ Gregory A. Robbins

Name: Gregory A. Robbins

Title: Senior Vice President and General Counsel

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