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) On May 9, 2024, Axcelis Technologies, Inc. (the “Company”) held its previously announced annual meeting of stockholders (the “Annual Meeting”). Effective at the Annual Meeting, Mary G. Puma, who served as Executive Chairperson of the Company’s Board of Directors since May 11, 2023, resigned from that executive officer role concurrently with the end of her term on the Board of Directors. Ms. Puma was a named executive officer in the definitive proxy statement for the Annual Meeting (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (the “Commission”) on March 29, 2024. Ms. Puma will continue to serve as an Executive Advisor to the Company in accordance with the Amended and Restated Employment Agreement between the Company and Ms. Puma, dated February 24, 2023, included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 18, 2023.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 9, 2024, following receipt of stockholder approval at the Annual Meeting as reported in Item 5.07 below, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Restated Certificate of Incorporation (the "Charter"). As discussed further in the Proxy Statement, the Certificate of Amendment serves to update the director exculpation provision in the Charter to include certain of the Company’s senior corporate officers as permitted by Section 102(b)(7) of the Delaware General Corporation Law. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to Exhibit 3.1 hereto.
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 9, 2024. Out of 32,602,657 shares of Common Stock (as of the record date of March 15, 2024) entitled to vote at the meeting, 28,436,131 shares, or 87.22%, were present in person or by proxy.
| 1. | At the Annual Meeting, each of the nine 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: |
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 | 22,278,399 | 2,660,214 | 3,497,518 | 89.33 | % | |||||||||||
| 2. Gregory B. Graves | 24,345,519 | 593,094 | 3,497,518 | 97.62 | % | |||||||||||
| 3. John T. Kurtzweil | 24,462,793 | 475,820 | 3,497,518 | 98.09 | % | |||||||||||
| 4. Russell J. Low | 24,243,242 | 695,371 | 3,497,518 | 97.21 | % | |||||||||||
| 5. Jeanne Quirk | 23,861,266 | 1,077,347 | 3,497,518 | 95.68 | % | |||||||||||
| 6. Necip Sayiner | 24,490,223 | 448,390 | 3,497,518 | 98.20 | % | |||||||||||
| 7. Thomas St. Dennis | 22,116,126 | 2,822,487 | 3,497,518 | 88.68 | % | |||||||||||
| 8. Jorge Titinger | 21,978,838 | 2,959,775 | 3,497,518 | 88.13 | % | |||||||||||
| 9. Dipti Vachani | 24,435,030 | 503,583 | 3,497,518 | 97.98 | % | |||||||||||
| 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, 2024. 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, 2024. | 27,288,970 | 1,110,956 | 36,205 | 0 | 96.09 | % | ||||||||||||||
| 3. | The following sets forth the tally of the votes cast on the proposal to amend the Charter to reflect new Delaware law provisions limiting officer liability, as described under “Proposal 3” in the Proxy Statement. A majority of the shares outstanding were voted in favor of the proposal, and therefore the amendment has been approved by our stockholders. The Certificate of Amendment was filed with the Secretary of State of Delaware on May 9, 2024 following the Annual Meeting. |
Proposal 3
| Number of Votes | ||||||||||||||||||||
| Percentage | ||||||||||||||||||||
| Broker Non- | of Shares Outstanding | |||||||||||||||||||
| For | Against | Abstaining | Votes | Voted For | ||||||||||||||||
| Proposal to amend the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions limiting officer liability. | 23,098,183 | 1,786,174 | 54,256 | 3,497,518 | 70.85 | % | ||||||||||||||
| 4. | 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 named executive officers for the year ended December 31, 2023, as described under “Executive Compensation” in the Proxy Statement. A majority of the votes cast were voted in favor of the proposal, and therefore such advisory vote has passed. |
Proposal 4
| Number of Votes | ||||||||||||||||||||
| Broker | Percentage | |||||||||||||||||||
| Non- | of Total | |||||||||||||||||||
| For | Against | Abstaining | Votes | Voted For | ||||||||||||||||
| Proposal that the stockholders of the Company advise the Board of Directors that they approve the compensation paid to the Company’s named executive officers for the year ended December 31, 2023, as described under “Executive Compensation” in the Proxy Statement for the Annual Meeting. | 23,339,775 | 1,538,281 | 60,557 | 3,497,518 | 93.82% | |||||||||||||||
Item 8.01. Other Events.
On May 9, 2024, following the Annual Meeting, the Board of Directors of the Company:
| · | fixed the size of the Board of Directors at nine; |
| · | elected Jorge Titinger as the Non-Executive Chairperson of the Board of Directors; |
| · | appointed Gregory B. Graves, Necip Sayiner, Jorge Titinger and Dipti Vachani to serve as the Compensation Committee of the Board of Directors, with Mr. Titinger designated as Chairperson thereof; |
| · | appointed Gregory B. Graves, John T. Kurtzweil, and Jeanne Quirk to serve as the Audit Committee of the Board of Directors, with Mr. Kurtzweil designated as Chairperson thereof; |
| · | appointed John T. Kurtzweil, Jeanne Quirk, and Thomas St. Dennis to serve as the Nominating and Governance Committee of the Board of Directors, with Ms. Quirk designated as Chairperson thereof; and |
| · | appointed Tzu-Yin Chiu, Necip Sayiner, 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 | Certificate of Amendment to the Restated Certificate of Incorporation of the Company filed May 9, 2024. Filed herewith. |
| 104 | Cover Page Interactive Data Filed (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 9, 2024 | Axcelis Technologies, Inc. | |
| By: | /s/ Lynnette C. Fallon | |
| Lynnette C. Fallon | ||
| Executive Vice President HR/Legal and General Counsel | ||