UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Resignation of Director. Effective May 11, 2022, Arthur L. George, Jr., a director of the Company, resigned from the Company’s Board of Directors for personal reasons, declining to serve a further term despite his re-election at the Company’s 2022 Annual Meeting, as described below.
Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year
At its meeting on May 11, 2022, the Company’s Board of Directors adopted amendments to the Company’s by-laws to replace the term “Chairman” with the term “Chairperson,” and to eliminate the use of gender-specific pronouns.
Copies of the by-laws (i) as amended and restated and (ii) showing the amendments are filed herewith as Exhibits 3.1 and 3.2, respectively.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held at the offices of the Company at 108 Cherry Hill Drive, Beverly, Massachusetts on May 10, 2022. Out of 32,182,547 shares of Common Stock (as of the record date of March 24, 2022) entitled to vote at the meeting, 29,315,911 shares, or 91.09%, were present in person or by proxy.
| 1. | At the Annual Meeting, each of the ten nominees for election as directors received the number of votes set forth opposite the nominee’s name, constituting a plurality of the votes cast, and therefore such nominee has been duly elected as a director of the Company (note Mr. George’s decision not to serve another term as disclosed in in Item 5.02 above): |
| Proposal 1 | Number of Votes | ||||||||
| Proposal to elect the following nominees as a director | For | Withheld | Broker Non- Votes | Percentage of Total Voted For |
|||||
| 1. Tzu-Yin Chiu | 24,593,484.00 | 1,503,675.00 | 3,218,594.00 | 94.24 | % | ||||
| 2. Richard J. Faubert | 25,942,408.00 | 154,825.00 | 3,218,520.00 | 99.41 | % | ||||
| 3. Arthur L. George, Jr. | 25,919,073.00 | 178,160.00 | 3,218,520.00 | 99.32 | % | ||||
| 4. Joseph P. Keithley | 25,555,087.00 | 542,072.00 | 3,218,594.00 | 97.92 | % | ||||
| 5. John T. Kurtzweil | 25,955,116.00 | 142,117.00 | 3,218,520.00 | 99.46 | % | ||||
| 6. Mary G. Puma | 26,006,884.00 | 90,349.00 | 3,218,520.00 | 99.65 | % | ||||
| 7. Jeanne Quirk | 26,031,048.00 | 66,185.00 | 3,218,520.00 | 99.75 | % | ||||
| 8. Thomas St. Dennis | 25,804,650.00 | 284,122.00 | 3,226,981.00 | 98.91 | % | ||||
| 9. Jorge Titinger | 25,939,154.00 | 158,079.00 | 3,218,520.00 | 99.39 | % | ||||
| 10. Dipti Vachani | 26,053,523.00 | 43,710.00 | 3,218,520.00 | 99.83 | % | ||||
| 2. | The following sets forth the tally of the votes cast on the proposal to ratify the appointment by the Board of Directors of Ernst & Young LLP as independent auditors of the Company’s financial statements for the year ending December 31, 2022. A majority of the votes cast were voted in favor of the proposal, and therefore the appointment of auditors has been ratified by the stockholders: |
| Proposal 2 | Number of Votes | |||||||||||||
| Broker | Percentage of | |||||||||||||
| Non- | Total Voted | |||||||||||||
| For | Against | Abstaining | Votes | For | ||||||||||
| Proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company’s financial statements for the year ending December 31, 2022. | 28,532,473.00 | 754,379.00 | 29,059.00 | 0 | 97.42 | % | ||||||||
| 3. | The following sets forth the tally of the votes cast on the proposal that the stockholders of the Company advise the Board of Directors that they approve the compensation paid to the Company’s executive officers for fiscal 2021, as described under “Executive Compensation” in the Proxy Statement for the Annual Meeting. A majority of the votes cast were voted in favor of the proposal, and therefore such advisory vote has passed. |
| Proposal 3 | Number of Votes | |||||||||||||
| Broker | Percentage of | |||||||||||||
| Non- | Total Voted | |||||||||||||
| For | Against | Abstaining | Votes | For | ||||||||||
| Proposal that the stockholders of the Company advise the Board of Directors that they approve the compensation paid to the Company’s executive officers for fiscal 2021, as described under “Executive Compensation” in the proxy statement for this meeting. | 25,449,745.00 | 603,642.00 | 44,004.00 | 3,218,520.00 | 97.68 | % | ||||||||
Item 8.01. Other Events.
On May 11, 2022, the Board of Directors of the Company:
| • | Fixed the size of the Board of Directors at nine; |
| • | elected Richard J. Faubert as the Chairperson of the Board of Directors; |
| • | appointed John T. Kurtzweil, Richard J. Faubert, Jorge Titinger and Dipti Vachani to serve as the Compensation Committee of the Board of Directors, with Mr. Titinger designated as Chairperson thereof; |
| • | appointed Joseph P. Keithley, John T. Kurtzweil, Jeanne Quirk and Jorge Titinger to serve as the Audit Committee of the Board of Directors, with Mr. Kurtzweil designated as Chairperson thereof; |
| • | appointed Tzu-Yin Chiu, Joseph P. Keithley, Thomas St. Dennis and Jeanne Quirk to serve as the Nominating and Governance Committee of the Board of Directors, with Mr. Keithley designated as Chairperson thereof; and |
| • | appointed Tzu-Yin Chiu, Richard J. Faubert, Thomas St. Dennis and Dipti Vachani to serve as the Technology and New Product Development Committee of the Board of Directors with Mr. St. Dennis designated as Chairperson thereof. |
Such election and appointments are to serve until the next annual meeting of the Board of Directors and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 3.1 | By-laws of the Company, as amended and restated as of May 11, 2022. |
| 3.2 | Amendments to By-laws of the Company adopted May 11, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Date: May 11, 2022 |
Axcelis Technologies, Inc. | |
| By: | /s/ Lynnette C. Fallon | |
| Lynnette C. Fallon | ||
| Executive Vice President HR/Legal and General Counsel | ||