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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): 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