05/08/2026 | Press release | Distributed by Public on 05/08/2026 10:35
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan
As described below under Item 5.07 of this Current Report on Form 8-K, at the 2026 Annual Meeting of Stockholders of Advanced Energy Industries, Inc. (the "Company") held on May 7, 2026 (the "Annual Meeting"), the Company's stockholders approved an amendment and restatement of the Company's Amended and Restated 2023 Omnibus Incentive Plan (as amended and restated, the "Second Amended and Restated 2023 Plan"), which increases the total number of shares of common stock authorized for issuance thereunder from 2,400,000 shares to 4,900,000 shares and extends the termination date of the Second Amended and Restated 2023 Plan from April 27, 2033 to May 7, 2036.
The Second Amended and Restated 2023 Plan is described in detail in Proposal 5 in the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 26, 2026 (the "Proxy Statement"), and the full text of the Second Amended and Restated 2023 Plan is attached to the Proxy Statement as Appendix C. The description of the amendment and restatement of the Second Amended and Restated 2023 Plan set forth above is a summary only and is qualified in its entirety by reference to the full text of the Second Amended and Restated 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.02 above, the Company held its Annual Meeting on May 7, 2026. At the Annual Meeting, the Company's stockholders approved an amendment to the Company's existing Amended and Restated Certificate of Incorporation. As further disclosed in Proposal 4 of the Proxy Statement, the amendment increases the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares.
The amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on May 7, 2026. The foregoing summary of the amendment to the Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment.
A copy of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware on May 7, 2026 is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
As described in Item 5.02 above, the Company held its Annual Meeting on May 7, 2026 to vote on five proposals. The following matters as set forth in the Proxy Statement were voted upon with the results indicated below.
| 1. | Election of ten (10) directors. |
The following ten nominees were elected to serve as directors of the Company, with the following votes tabulated:
| Director Nominee | For | Withhold | Broker Non-Vote |
| Grant H. Beard | 33,649,952 | 592,933 | 1,427,092 |
| Frederick A. Ball | 33,416,883 | 826,002 | 1,427,092 |
| Anne T. DelSanto | 33,730,249 | 512,636 | 1,427,092 |
| Tina M. Donikowski | 33,432,235 | 810,650 | 1,427,092 |
| Ronald C. Foster | 33,541,578 | 701,307 | 1,427,092 |
| Stephen D. Kelley | 33,760,132 | 482,753 | 1,427,092 |
| Lanesha T. Minnix | 33,676,669 | 566,216 | 1,427,092 |
| David W. Reed | 34,150,102 | 92,783 | 1,427,092 |
| John A. Roush | 33,037,148 | 1,205,737 | 1,427,092 |
| Brian M. Shirley | 34,149,184 | 93,701 | 1,427,092 |