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 19, 2020

 

Axcelis Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-30941   34-1818596
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

108 Cherry Hill Drive, Beverly, Massachusetts   01915
(Address of principal executive offices)   (Zip Code)

 

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:

 

¨ 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 ACLS Nasdaq Global Select Market

 

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 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.

 

(e) Approval of 2020 Employee Stock Purchase Plan

 

At the 2020 annual meeting of the stockholders of Axcelis Technologies, Inc. (the “Company”) held on May 19, 2020 (the “Annual Meeting”), the Company’s stockholders approved a proposed 2020 Employee Stock Purchase Plan (the “2020 ESPP”) to replace an Employee Stock Purchase Plan expiring in June 2020. 1,000,000 shares of common stock are reserved for future issuance under the 2020 ESPP. The Company’s Board of Directors and the Compensation Committee of the Board of Directors previously approved the 2020 ESPP, subject to such stockholder approval. The Company’s executive officers are eligible to participate in the 2020 ESPP. A summary of the material terms of the 2020 ESPP is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 30, 2020 (the “Proxy Statement”). A copy of the 2020 ESPP is filed with the Proxy Statement.

 

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 19, 2020. Out of 32,831,750 shares of Common Stock (as of the record date of March 25, 2020) entitled to vote at the meeting, 29,951,943 shares, or 91.2%, 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 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   26,194,648    590,008    3,167,155    97.80%
                     
2. Richard J. Faubert   26,448,127    336,529    3,167,155    98.74%
                     
3.  R. John Fletcher   25,792,792    991,864    3,167,155    96.30%
                     
4.  Arthur L. George, Jr.   26,442,367    342,289    3,167,155    98.72%
                     
5.  Joseph P. Keithley   26,136,649    648,007    3,167,155    97.58%
                     
6. John T. Kurtzweil   26,452,293    332,363    3,167,155    98.76%
                     
7.  Mary G. Puma   26,747,658    36,998    3,167,155    99.86%
                     
8. Thomas St. Dennis   26,193,675    590,981    3,167,155    97.79%
                     
9. Jorge Titinger   26,366,734    417,922    3,167,155    98.44%

 

 

 

 

2.The following sets forth the tally of the votes cast on the proposal to approve the 2020 Employee Stock Purchase Plan, as adopted by the Board of Directors. A majority of the votes cast were voted in favor of the approval of the 2020 Employee Stock Purchase Plan, as adopted by the Board of Directors, and therefore the 2020 Employee Stock Purchase Plan has been approved by the stockholders:

 

Proposal 2  Number of Votes     
               Broker   Percentage of 
               Non-   Total Voted 
   For   Against   Abstaining   Votes   For 
Proposal to approve the 2020 Employee Stock Purchase Plan   26,721,401    50,300    13,087    3,167,155    99.8%

 

 

3.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, 2020. 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 3  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, 2020.   29,094,724    837,406    19,813    0    97.2%

 

 

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 executive officers for fiscal 2019, 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 executive officers for fiscal 2019, as described under “Executive Compensation” in the Proxy Statement.   25,955,003    800,162    29,623    3,167,155    97.0%

 

Item 8.01 Other Events.

 

On May 20, 2020, 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. George 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 New Product Development Committee of the Board of Directors with Mr. St. Dennis 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 20, 2020

Axcelis Technologies, Inc.

   
   
  By: /s/ Lynnette C. Fallon
    Lynnette C. Fallon
    Executive Vice President HR/Legal and General Counsel