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 11, 2021

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): Not applicable

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 (NYSE)

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.

(b) Jeffrey A. Aukerman and Vita A. Cassese did not stand for re-election to the Onto Innovation Inc. (the “Company”) Board of Directors at the Company’s Annual Meeting of Stockholders on May 11, 2021 (the “2021 Annual Meeting”) as a result of the Board’s determination to reduce the number of members of the Board from 9 directors to 7 directors.   At the time of their departure, Mr. Aukerman and Ms. Cassese did not have any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.  The Company thanks Mr. Aukerman and Ms. Cassese for their years of outstanding and dedicated service as directors.  

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

The Company held its 2021 Annual Meeting on May 11, 2021 at its principal executive offices located in Wilmington, Massachusetts.  At the 2021 Annual Meeting, the Company’s stockholders voted on the following three proposals and cast their votes as follows:

 Proposal 1:  The stockholders elected Leo Berlinghieri, Edward J. Brown Jr., David B. Miller, Michael P. Plisinski, Bruce C. Rhine, Christopher A. Seams, and Christine A. Tsingos as directors of Onto Innovation Inc., each to serve until the next annual meeting and until his or her respective successor has been duly elected and qualified. The voting for each director was as follows:

Nominee	For		Against		Abstain		Broker Non-Votes
Leo Berlinghieri		37,062,161		4,791,187		31,719		2,737,508
Edward J. Brown Jr.		41,363,872		489,870		31,325		2,737,508
David B. Miller		38,793,347		3,060,695		31,025		2,737,508
Michael P. Plisinski		40,978,717		885,246		21,104		2,737,508
Bruce C. Rhine		38,441,987		3,421,975		21,105		2,737,508
Christopher A. Seams		38,877,503		2,982,813		24,751		2,737,508
Christine A. Tsingos		41,497,139		368,353		19,575		2,737,508

Proposal 2:  The stockholders approved, on an advisory (non-binding) basis, the compensation paid to Onto Innovation Inc.’s, executive officers in 2020, as disclosed in Onto Innovation Inc’s proxy statement for the 2021 Annual Meeting, by the following vote: 

For		Against		Abstain		Broker Non-Votes
	41,197,035		601,997		86,035		2,737,508

Proposal 3: The stockholders ratified Ernst & Young LLP as Onto Innovation Inc.’s independent registered public accounting firm for the fiscal year ending January 1, 2022, by the following vote:

For		Against		Abstain		Broker Non-Votes
	44,264,276		352,996		5,303		-

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
104	Cover Page Interactive Data File (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 thereunto duly authorized.

Onto Innovation Inc.

Date: May 11, 2021	By: /s/ Robert A. Koch
	Robert A. Koch VP, General Counsel & Secretary

XML

Document And Entity Information	May 11, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 11, 2021
Entity Registrant Name	ONTO INNOVATION INC.
Entity Central Index Key	0000704532
Entity Emerging Growth Company	false
Entity 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