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 16, 2018

 

Axcelis Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (978) 787-4000

 

 

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

If an emerging growth company, indicate by check mark if 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.  o

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Patrick H. Nettles retired from the Board of Directors of Axcelis Technologies, Inc. (the “Company”) at the 2018 annual meeting of stockholders of the Company held on May 16, 2018.

 

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

 

The 2018 annual meeting of stockholders of the Company was held at the offices of the Company at 108 Cherry Hill Drive, Beverly, Massachusetts on May 16, 2018. Out of 32,134,166 shares of Common Stock (as of the record date of March 19, 2018) entitled to vote at the meeting, 29,262,816 shares, or 91.06%, were present in person or by proxy.

 

1.              At the Annual Meeting, each of the eight nominees for election as directors received the number of votes set 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

 

Proposal to elect the following		Number of Votes						Percentage of
nominees as a director		For		Withheld		Broker Non-Votes		Total Voted For
1. Tzu-Yin Chiu		24,726,478		36,549		4,499,619		99.85	%
2. Richard J. Faubert		24,659,023		104,004		4,499,619		99.58	%
3.  R. John Fletcher		24,537,379		225,648		4,499,619		99.09	%
4. Arthur L. George, Jr.		24,693,397		69,630		4,499,619		99.72	%
5.  Joseph P. Keithley		24,640,345		122,682		4,499,619		99.50	%
6. John T. Kurtzweil		24,686,318		76,709		4,499,619		99.69	%
7.  Mary G. Puma		24,689,517		73,510		4,499,619		99.70	%
8. Thomas St. Dennis		24,662,815		100,175		4,499,619		99.60	%

 

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, 2018. 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:

 

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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, 2018.		28,983,335		237,693		41,788		0		99.19	%

 

 

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 2017, as described under “Executive Compensation” in the proxy statement for the 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
								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 executive officers for fiscal 2017, as described under “Executive Compensation” in the proxy statement for this meeting.		23,821,451		584,466		357,280		4,499,619		97.61	%

 

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Item 8.01 Other Events.

 

On May 16, 2018, the Board of Directors of the Company:

 

·                  elected  Richard J. Faubert as the Chairman of the Board of Directors;

 

·                  appointed R. John Fletcher, Arthur L. George, Jr., John T. Kurtzweil, and Richard J. Faubert to serve as the Compensation Committee of the Board of Directors, with Mr. Fletcher designated as Chairman thereof;

 

·                  appointed  Joseph P. Keithley, John T. Kurtzweil and R. John Fletcher to serve as the Audit Committee of the Board of Directors, with Mr. Kurtzweil designated as Chairman thereof;

 

·                  appointed Tzu-Yin Chiu, Joseph P. Keithley, and Thomas St. Dennis  to serve as the Nominating and Governance Committee of the Board of Directors, with Mr. Keithley designated as Chairman thereof; and

 

·                  appointed Tzu-Yin Chiu, Richard J. Faubert, Arthur L. George, Jr., and Thomas St. Dennis to serve as the Technology and Product Development Committee of the Board of Directors, with Mr. George designated as Chairman 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.

 

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 17, 2018	Axcelis Technologies, Inc.
	By:	/s/ Lynnette C. Fallon
		Lynnette C. Fallon
		Executive Vice President HR/Legal and General Counsel

 

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