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 4, 2017
VEECO INSTRUMENTS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) | | 0-16244
(Commission
File Number) | | 11-2989601
(IRS Employer
Identification No.) |
Terminal Drive, Plainview, New York 11803
(Address of principal executive offices)
(516) 677-0200
(Registrant’s telephone number, including area code)
Not applicable
(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 (see General Instruction A.2. below):
x 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))
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 o
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. o
Item 2.02 Results of Operations and Financial Condition.
On May 4, 2017, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended March 31, 2017. In connection with the release and the related conference call, Veeco posted a presentation relating to its first quarter 2017 financial results on its website (www.veeco.com). Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 4, 2017, Veeco held its 2017 Annual Meeting. The matters voted on at the meeting are described in detail in the Company’s proxy statement for the meeting, which was filed with the SEC on March 17, 2017.
As of the record date for the meeting, there were 40,569,703 shares of common stock outstanding, each of which was entitled to one vote with respect to each of the matters voted on at the meeting. Each of the directors up for election was elected, the frequency of an advisory vote on executive compensation receiving the most votes was one year and each of the other matters was approved by the required number of votes on each such matter. The terms of each of the following directors continued after the meeting: Richard A. D’Amore, Keith D. Jackson, John R. Peeler and Thomas St. Dennis.
The final voting results were:
Matter | | For | | Withheld | | Broker Non-
votes | | | | | |
1. Election of Directors | | | | | | | | | | | |
(a) Kathleen A. Bayless | | 30,838,863 | | 705,437 | | 2,076,787 | | | | | |
(b) Gordon Hunter | | 29,884,214 | | 1,660,086 | | 2,076,787 | | | | | |
(c) Peter J. Simone | | 30,389,048 | | 1,155,252 | | 2,076,787 | | | | | |
Matter | | For | | Against | | Abstained | | Broker
Non-votes | | | |
2. Approval of the advisory vote on executive compensation | | 23,615,728 | | 7,515,033 | | 413,539 | | 2,076,787 | | | |
Matter | | 1 year | | 2 years | | 3 years | | Abstain | | Broker
Non-votes | |
3. Approval of the advisory vote on the frequency of holding an advisory vote on executive compensation | | 24,729,623 | | 17,096 | | 6,683,211 | | 114,370 | | 2,076,787 | |
Matter | | For | | Against | | Abstained | | Broker
Non-votes | | | |
4. Ratification of the appointment of KPMG LLP | | 33,443,805 | | 60,231 | | 117,051 | | 0 | | | |
Item 8.01 Other Events.
The information from Item 2.02 above is incorporated by reference in this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | | Description |
| | |
99.1 | | Press release issued by Veeco dated May 4, 2017 |
| | |
99.2 | | Veeco Q1 2017 Conference Call, May 4, 2017 |
The information in this report, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall this information or these exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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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.
May 4, 2017 | VEECO INSTRUMENTS INC. |
| |
| By: | /s/ Gregory A. Robbins |
| Name: Gregory A. Robbins |
| Title: Senior Vice President and General Counsel |
EXHIBIT INDEX
Exhibit | | Description |
| | |
99.1 | | Press release issued by Veeco dated May 4, 2017 |
| | |
99.2 | | Veeco Q1 2017 Conference Call, May 4, 2017 |
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