Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Approval of 2020 Employee Stock Purchase Plan
At the 2020 annual meeting of the stockholders ofAxcelis Technologies, Inc. (the "Company") held onMay 19, 2020 (the "Annual Meeting"), the Company's stockholders approved a proposed 2020 Employee Stock Purchase Plan (the "2020 ESPP") to replace an Employee Stock Purchase Plan expiring inJune 2020 . 1,000,000 shares of common stock are reserved for future issuance under the 2020 ESPP. The Company's Board of Directors and the Compensation Committee of the Board of Directors previously approved the 2020 ESPP, subject to such stockholder approval. The Company's executive officers are eligible to participate in the 2020 ESPP. A summary of the material terms of the 2020 ESPP is set forth in the Company's definitive proxy statement for the Annual Meeting filed with theSecurities and Exchange Commission onMarch 30, 2020 (the "Proxy Statement"). A copy of the 2020 ESPP is filed with the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held at the offices of the Company at108 Cherry Hill Drive ,Beverly, Massachusetts onMay 19, 2020 . Out of 32,831,750 shares of Common Stock (as of the record date ofMarch 25, 2020 ) entitled to vote at the meeting, 29,951,943 shares, or 91.2%, were present in person or by proxy.
1. At the Annual Meeting, each of the nine nominees for election as directors
received the number of votes set 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 Percentage of nominees as a Broker Non- Total Voted director For Withheld Votes For 1. Tzu-Yin Chiu 26,194,648 590,008 3,167,155 97.80 % 2. Richard J. Faubert 26,448,127 336,529 3,167,155 98.74 % 3. R. John Fletcher 25,792,792 991,864 3,167,155 96.30 % 4. Arthur L. George, Jr. 26,442,367 342,289 3,167,155 98.72 % 5. Joseph P. Keithley 26,136,649 648,007 3,167,155 97.58 % 6. John T. Kurtzweil 26,452,293 332,363 3,167,155 98.76 % 7. Mary G. Puma 26,747,658 36,998 3,167,155 99.86 % 8. Thomas St. Dennis 26,193,675 590,981 3,167,155 97.79 % 9. Jorge Titinger 26,366,734 417,922 3,167,155 98.44 %
2. The following sets forth the tally of the votes cast on the proposal to
approve the 2020 Employee Stock Purchase Plan, as adopted by the Board of
Directors. A majority of the votes cast were voted in favor of the approval of
the 2020 Employee Stock Purchase Plan, as adopted by the Board of Directors,
and therefore the 2020 Employee Stock Purchase Plan has been approved by the stockholders: Proposal 2 Number of Votes Broker Percentage of Non- Total Voted For Against Abstaining Votes For
Proposal to approve the 2020 Employee Stock Purchase Plan 26,721,401 50,300 13,087 3,167,155 99.8 %
3. The following sets forth the tally of the votes cast on the proposal to ratify
the appointment by the Board of Directors of
auditors of the Company's financial statements for the year ending December
31, 2020. A majority of the votes cast were voted in favor of the proposal,
and therefore the appointment of auditors has been ratified by the stockholders: Proposal 3 Number of Votes Broker Percentage of Non- Total Voted For Against Abstaining Votes For
Proposal to ratify the appointment ofErnst & Young LLP as independent auditors for the Company's financial statements for the year ending December 31, 2020. 29,094,724 837,406 19,813 0 97.2 %
4. The following sets forth the tally of the votes cast on the proposal that the
stockholders of the Company advise the Board of Directors that they approve
the compensation paid to the Company's executive officers for fiscal 2019, as
described under "Executive Compensation" in the Proxy Statement. A majority of
the votes cast were voted in favor of the proposal, and therefore such advisory vote has passed. Proposal 4 Number of Votes Broker Percentage Non- of Total For Against Abstaining Votes Voted For
Proposal that the stockholders of the Company advise the Board of Directors that they approve the compensation paid to the Company's executive officers for fiscal 2019, as described under "Executive Compensation" in the Proxy Statement. 25,955,003 800,162 29,623 3,167,155 97.0 % Item 8.01 Other Events.
On
· elected
· appointed
Board of Directors, withMr. George designated as Chairman thereof;
· appointed
Titinger to serve as the Audit Committee of the Board of Directors, with Mr.
Kurtzweil designated as Chairman thereof;
· appointed Tzu-Yin Chiu,
the
Keithley designated as Chairman thereof; and
· appointed Tzu- Yin Chiu,
the Board of Directors with Mr.
Such election and appointments are to serve until the next annual meeting of the Board of Directors and until such director's successor has been elected and qualified, or until such director's earlier death, resignation or removal.
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