Axcelis Technologies Inc.

05/08/2025 | Press release | Distributed by Public on 05/08/2025 15:22

Proxy Results, Management Change/Compensation (Form 8-K)

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

(e) Amendment of 2012 Equity Incentive Plan.

At the 2025 annual meeting of the stockholders of Axcelis Technologies, Inc. (the "Company") held on May 7, 2025 (the "Annual Meeting"), the Company's stockholders approved an amendment to the Company's 2012 Equity Incentive Plan (the "Amended Equity Plan") to increase the number of shares of common stock reserved under the plan for future issuance by 3,000,000 shares. The Company's Board of Directors and the Compensation Committee of the Board of Directors previously approved the Amended Equity Plan, subject to such stockholder approval. The Amended Equity Plan provides for the grant of equity awards to employees (including the executive officers) and consultants of the Company and its subsidiaries, and all directors of the Company. Prior grants under the 2012 Equity Incentive Plan to our principal executive officer, our principal financial officer, and other named executive officers have been disclosed in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 31, 2025 (the "Proxy Statement"). Awards that may be granted in the future under the Amended Equity Plan to our executive officers are not determinable because grants are subject to the discretion of the Compensation Committee. A summary of the material terms of the Amended Equity Plan is set forth in the Proxy Statement and a copy of the full text of the plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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 7, 2025. Out of 32,180,818 shares of Common Stock (as of the record date of March 17, 2025) entitled to vote at the meeting, 28,786,581 shares, or 89.45%, 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 forth 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 23,767,915 1,868,681 3,149,557 92.71 %
2. Gregory B. Graves 24,352,706 1,283,426 3,150,021 94.99 %
3. John T. Kurtzweil 23,263,802 2,372,794 3,149,557 90.74 %
4. Russell J. Low 24,349,574 1,286,558 3,150,021 94.98 %
5. Jeanne Quirk 22,913,990 2,722,606 3,149,557 89.38 %
6. Necip Sayiner 24,405,484 1,230,648 3,150,021 95.20 %
7. Thomas St. Dennis 23,268,728 2,367,868 3,149,557 90.76 %
8. Jorge Titinger 23,727,873 1,908,259 3,150,021 92.56 %
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