Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Jeffrey A. Aukerman and Vita A. Cassese did not stand for re-election to the
Onto Innovation Inc. (the "Company") Board of Directors at the Company's Annual
Meeting of Stockholders on May 11, 2021 (the "2021 Annual Meeting") as a result
of the Board's determination to reduce the number of members of the Board from 9
directors to 7 directors. At the time of their departure, Mr. Aukerman and Ms.
Cassese did not have any disagreement with the Company on any matters relating
to the Company's operations, policies or practices. The Company thanks Mr.
Aukerman and Ms. Cassese for their years of outstanding and dedicated service as
directors.
Item 5.07. Submission of Maters to a Vote of Security Holders.
The Company held its 2021 Annual Meeting on May 11, 2021 at its principal
executive offices located in Wilmington, Massachusetts. At the 2021 Annual
Meeting, the Company's stockholders voted on the following three proposals and
cast their votes as follows:
Proposal 1: The stockholders elected Leo Berlinghieri, Edward J. Brown Jr.,
David B. Miller, Michael P. Plisinski, Bruce C. Rhine, Christopher A. Seams, and
Christine A. Tsingos as directors of Onto Innovation Inc., each to serve until
the next annual meeting and until his or her respective successor has been duly
elected and qualified. The voting for each director was as follows:
Nominee For Against Abstain Broker Non-Votes
Leo Berlinghieri 37,062,161 4,791,187 31,719 2,737,508
Edward J. Brown Jr. 41,363,872 489,870 31,325 2,737,508
David B. Miller 38,793,347 3,060,695 31,025 2,737,508
Michael P. Plisinski 40,978,717 885,246 21,104 2,737,508
Bruce C. Rhine 38,441,987 3,421,975 21,105 2,737,508
Christopher A. Seams 38,877,503 2,982,813 24,751 2,737,508
Christine A. Tsingos 41,497,139 368,353 19,575 2,737,508
Proposal 2: The stockholders approved, on an advisory (non-binding) basis, the
compensation paid to Onto Innovation Inc.'s, executive officers in 2020, as
disclosed in Onto Innovation Inc's proxy statement for the 2021 Annual Meeting,
by the following vote:
For Against Abstain Broker Non-Votes
41,197,035 601,997 86,035 2,737,508
Proposal 3: The stockholders ratified Ernst & Young LLP as Onto Innovation
Inc.'s independent registered public accounting firm for the fiscal year ending
January 1, 2022, by the following vote:
For Against Abstain Broker Non-Votes
44,264,276 352,996 5,303 -
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
Cover Page Interactive Data File (the cover page iXBRL tags are
104 embedded within the Inline XBRL document)
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