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, 2023
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):
¨ 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, par value $0.01 per share | VECO | The 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 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.
Reduction in Size of Board, Audit Committee and Governance Committee
On May 11, 2023, Veeco held its 2023 Annual Meeting (“2023 Annual Meeting”). Peter J. Simone did not stand for election at the 2023 Annual Meeting and, upon the conclusion of the meeting, he resigned from the Board in accordance with the retirement age provisions in Veeco’s Corporate Governance Guidelines. Effective upon Mr. Simone’s resignation, the Board voted to:
| · | decrease the size of the Board from ten to nine directors, |
| · | reduce the size of the Audit Committee from five to four directors, and |
| · | reduce the size of the Governance Committee from five to four directors. |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The matters voted on at the 2023 Annual Meeting are described in detail in the Company’s proxy statement for the meeting, which was filed with the SEC on March 23, 2023.
As of the record date for the meeting, there were 51,576,344 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 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, Mary Jane Raymond, Sujeet Chand, Ph.D., William J. Miller, Ph.D., and Thomas St. Dennis.
The final voting results were:
| | Matter | For | Withheld | Broker Non-votes | | |
| | 1. Election of Directors | | | | | |
| | (a) Kathleen A. Bayless | 40,832,468 | 965,629 | 3,313,619 | | |
| | (b) Gordon Hunter | 36,807,734 | 4,990,363 | 3,313,619 | | |
| | (c) Lena Nicolaides, Ph.D. | 41,245,138 | 552,959 | 3,313,619 | | |
| | Matter | For | Against | Abstained | Broker Non-votes | |
| | 2. Approval of the advisory vote on executive compensation | 40,443,500 | 1,342,203 | 12,394 | 3,313,619 | |
| | 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 | 40,586,926 | 25,132 | 1,155,138 | 30,901 | 3,313,619 |
| | Matter | For | Against | Abstained | Broker Non-votes | |
| | 4. Ratification of the appointment of KPMG LLP | 44,861,720 | 238,972 | 11,024 | 0 | |
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 12, 2023 | VEECO INSTRUMENTS INC. |
| | |
| | By: | /s/ Kirk Mackey |
| | Name: Kirk Mackey |
| | Title: Vice President, General Counsel |
