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): June 14, 2018
ACM Research, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38273 | 94-3290283 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
42307 Osgood Road, Suite I, Fremont, California 94539
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (510) 445-3700
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 5.07
Submission of Matters to a Vote of Security Holders.
We held our 2018 Annual Meeting of Stockholders on June 14, 2018. The board of directors solicited proxies pursuant to proxy statement that we filed on May 4, 2018 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the board’s solicitation.
At the meeting, holders of Class A and Class B common stock were asked to consider and vote upon the four proposals set forth below. Each share of Class A common stock was entitled to one vote with respect to each matter submitted to a vote at the meeting, and each share of Class B common stock was entitled to twenty votes with respect to each matter submitted to a vote at the meeting. Shares of Class A and Class B common stock representing 28,533,360 votes, or 58.6% of the total votes attributable to all outstanding shares of Class A and Class B common stock, were present in person or by proxy at the meeting.
The voting results reported below are final.
Proposal 1
Stockholders voted as follows with respect to election of each of the nominees for director identified in the proxy statement:
| Nominee | | For | | Withheld |
| David H. Wang | | 28,435,806 | | 69,170 |
| Haiping Dun | | 28,376,148 | | 128,828 |
| Chenming C. Hu | | 27,846,011 | | 658,965 |
| Tracy Liu | | 8,382,605 | | 122,371 |
| Yinan Xiang | | 28,451,671 | | 53,305 |
| Zhengfan Yang | | 28,392,813 | | 112,163 |
As a result of this vote, each of the six nominees was elected as a director to serve until the 2019 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.
Proposal 2
Stockholders approved, on a non-binding advisory basis, the 2017 compensation paid to our named executive officers by the following vote:
| For | | Against | | Abstain |
| 28,451,485 | | 53,490 | | 1 |
Proposal 3
Stockholders approved, on a non-binding advisory basis, to present an advisory vote on the compensation of named executive officers every three years by the following vote:
| One Year | | Two Years | | Three Years | | Abstain |
| 1,337,267 | | 322 | | 27,130,965 | | 36,422 |
Proposal 4
Stockholders voted as follows with respect to the ratification of the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP as our independent registered public accounting firm for 2018:
| For | | Against | | Abstain | | Broker Non-Votes |
| 28,518,249 | | 102 | | 817 | | 14,192 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
| | ACM Research, Inc. | |
| | | | |
| Dated: June 20, 2018 | By: | /s/ David H. Wang | |
| | | David H. Wang | |
| | �� | Chief Executive Officer and President | |
