Axcelis Technologies Files 8-K: Director Changes & Compensation Updates

Ticker: ACLS · Form: 8-K · Filed: May 9, 2024 · CIK: 1113232

Sentiment: neutral

Topics: corporate-governance, officer-compensation, bylaws

TL;DR

Axcelis filed an 8-K with director elections, compensation changes, and bylaw amendments.

AI Summary

On May 9, 2024, Axcelis Technologies, Inc. filed an 8-K report detailing several key events. The company announced the election of new directors, changes in officer compensation arrangements, and submitted matters to a vote of security holders. Additionally, the filing includes information on amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

This filing provides crucial updates on corporate governance and executive compensation, which can impact investor confidence and the company's strategic direction.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and administrative matters, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

FAQ

What specific items were submitted to a vote of security holders?

The filing indicates that matters were submitted to a vote of security holders, but the specific proposals are not detailed in the provided excerpt.

Were there any departures of directors or certain officers mentioned?

The filing lists 'Departure of Directors or Certain Officers' as an item information, suggesting such events may have occurred, but details are not in the excerpt.

What is the new fiscal year end for Axcelis Technologies, Inc.?

The filing mentions a 'Change in Fiscal Year' as an item information, but the new fiscal year end date is not specified in the provided text.

What is the primary business of Axcelis Technologies, Inc. according to the SIC code?

According to the Standard Industrial Classification (SIC) code provided, Axcelis Technologies, Inc. is in the business of 'SPECIAL INDUSTRY MACHINERY, NEC' [3559].

What was the former name of Axcelis Technologies, Inc.?

The former name of Axcelis Technologies, Inc. was EATON SEMICONDUCTOR EQUIPMENT INC, with a date of name change on May 1, 2000.

Filing Stats: 1,450 words · 6 min read · ~5 pages · Grade level 9.8 · Accepted 2024-05-09 16:01:13

Key Financial Figures

Filing Documents

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b ) On May 9, 2024, Axcelis Technologies, Inc. (the "Company") held its previously announced annual meeting of stockholders (the "Annual Meeting"). Effective at the Annual Meeting, Mary G. Puma, who served as Executive Chairperson of the Company's Board of Directors since May 11, 2023, resigned from that executive officer role concurrently with the end of her term on the Board of Directors. Ms. Puma was a named executive officer in the definitive proxy statement for the Annual Meeting (the "Proxy Statement"), which was filed with the Securities and Exchange Commission (the "Commission") on March 29, 2024. Ms. Puma will continue to serve as an Executive Advisor to the Company in accordance with the Amended and Restated Employment Agreement between the Company and Ms. Puma, dated February 24, 2023, included as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on April 18, 2023. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year . On May 9, 2024, following receipt of stockholder approval at the Annual Meeting as reported in Item 5.07 below, the Company filed a certificate of amendment (the "Certificate of Amendment") to its Restated Certificate of Incorporation (the "Charter"). As discussed further in the Proxy Statement, the Certificate of Amendment serves to update the director exculpation provision in the Charter to include certain of the Company's senior corporate officers as permitted by Section 102(b)(7) of the Delaware General Corporation Law. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to Exhibit 3.1 hereto.

07. Submission of Matters to a Vote of Security Holders

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 9, 2024. Out of 32,602,657 shares of Common Stock (as of the record date of March 15, 2024) entitled to vote at the meeting,28,436,131shares, or87.22%, 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 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 22,278,399 2,660,214 3,497,518 89.33 % 2. Gregory B. Graves 24,345,519 593,094 3,497,518 97.62 % 3. John T. Kurtzweil 24,462,793 475,820 3,497,518 98.09 % 4. Russell J. Low 24,243,242 695,371 3,497,518 97.21 % 5. Jeanne Quirk 23,861,266 1,077,347 3,497,518 95.68 % 6. Necip Sayiner 24,490,223 448,390 3,497,518 98.20 % 7. Thomas St. Dennis 22,116,126 2,822,487 3,497,518 88.68 % 8. Jorge Titinger 21,978,838 2,959,775 3,497,518 88.13 % 9. Dipti Vachani 24,435,030 503,583 3,497,518 97.98 % 2. The following sets forth the tally of the votes cast on the proposal to ratify the appointment by the Board of Directors of Ernst & Young LLP as independent auditors of the Company's financial statements for the year ending December 31, 2024. 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 2 Number of Votes Broker Percentage of Non- Total Voted For Against Abstaining Votes For Proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company's financial statements for the year endi

01. Other Events

Item 8.01. Other Events. On May 9, 2024, following the Annual Meeting, the Board of Directors of the Company: fixed the size of the Board of Directors at nine; elected Jorge Titinger as the Non-Executive Chairperson of the Board of Directors; appointed Gregory B. Graves, Necip Sayiner, Jorge Titinger and Dipti Vachani to serve as the Compensation Committee of the Board of Directors, with Mr. Titinger designated as Chairperson thereof; appointed Gregory B. Graves, John T. Kurtzweil, and Jeanne Quirk to serve as the Audit Committee of the Board of Directors, with Mr. Kurtzweil designated as Chairperson thereof; appointed John T. Kurtzweil, Jeanne Quirk, and Thomas St. Dennis to serve as the Nominating and Governance Committee of the Board of Directors, with Ms. Quirk designated as Chairperson thereof; and appointed Tzu-Yin Chiu, Necip Sayiner, Thomas St. Dennis, and Dipti Vachani to serve as the Technology and New Product Development Committee of the Board of Directors, with Mr. St. Dennis designated as Chairperson thereof. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 3.1 Certificate of Amendment to the Restated Certificate of Incorporation of the Company filed May 9, 2024. Filed herewith. 104 Cover Page Interactive Data Filed (embedded within the Inline XBRL document). SIGNATURE 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. Date: May 9, 2024 Axcelis Technologies, Inc. By: /s/ Lynnette C. Fallon Lynnette C. Fallon Executive Vice President HR/Legal and General Counsel

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