8-K

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): May 09, 2023

Onto Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39110	94-2276314
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
16 Jonspin Road
Wilmington, Massachusetts		01887
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (978) 253-6200

(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:

☐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, $0.001 par value per share	ONTO	New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2023 Annual Meeting on May 9, 2023, at its corporate office located in Wilmington, Massachusetts. At the 2023 Annual Meeting, the Company’s stockholders voted on the following four proposals and cast their votes as follows:

Proposal 1: The stockholders elected Leo Berlinghieri, Stephen D. Kelley, David B. Miller, Michael P. Plisinski, Karen M. Rogge, Christopher A. Seams, May Su, and Christine A. Tsingos as directors of the Company, each to serve until the next annual meeting. The voting for each director was as follows:

Nominee	For		Against		Abstain		Broker Non-Votes
Leo Berlinghieri		43,073,320		945,455		24,494		2,391,076
Stephen D. Kelley		43,989,798		28,692		24,779		2,391,076
David B. Miller		43,683,940		334,796		24,533		2,391,076
Michael P. Plisinski		43,870,843		144,845		27,581		2,391,076
Karen M. Rogge		43,825,366		194,288		23,615		2,391,076
Christopher A. Seams		43,661,582		356,997		24,690		2,391,076
May Su		43,862,963		156,989		23,317		2,391,076
Christine A. Tsingos		43,291,362		729,039		22,868		2,391,076

Proposal 2: The stockholders approved, on an advisory (non-binding) basis, the compensation for the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2023 Annual Meeting, by the following vote:

For		Against		Abstain		Broker Non-Votes
	42,306,919		1,658,630		77,720		2,391,076

Proposal 3: The stockholders voted, on an advisory (non-binding) basis, on the frequency of future advisory votes on named executive officer compensation as follows:

1 Year		2 Years		3 Years		Abstain	Broker Non-Votes
	41,759,723		12,164		2,207,144	64,238		2,391,076

Proposal 4: The stockholders ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023, by the following vote:

For		Against		Abstain		Broker Non-Votes
	46,230,798		185,206		18,341		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
104	Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

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.

			Onto Innovation Inc.
Date:	May 9, 2023	By:	/s/ Yoon Ah Oh
			Yoon Ah Oh Vice President, General Counsel & Corporate Secretary

XML

Document And Entity Information	May 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2023
Entity Registrant Name	Onto Innovation Inc.
Entity Central Index Key	0000704532
Entity Emerging Growth Company	false
Securities Act File Number	001-39110
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-2276314
Entity Address, Address Line One	16 Jonspin Road
Entity Address, City or Town	Wilmington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01887
City Area Code	(978)
Local Phone Number	253-6200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	ONTO
Security Exchange Name	NYSE