UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 09, 2023

 

 

Onto Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39110	94-2276314
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
16 Jonspin Road
Wilmington, Massachusetts				01887
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (978) 253-6200

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		ONTO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

---

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2023 Annual Meeting on May 9, 2023, at its corporate office located in Wilmington, Massachusetts. At the 2023 Annual Meeting, the Company’s stockholders voted on the following four proposals and cast their votes as follows:

Proposal 1: The stockholders elected Leo Berlinghieri, Stephen D. Kelley, David B. Miller, Michael P. Plisinski, Karen M. Rogge, Christopher A. Seams, May Su, and Christine A. Tsingos as directors of the Company, each to serve until the next annual meeting. The voting for each director was as follows:

Nominee		For				Against				Abstain				Broker Non-Votes
Leo Berlinghieri			43,073,320				945,455				24,494				2,391,076
Stephen D. Kelley			43,989,798				28,692				24,779				2,391,076
David B. Miller			43,683,940				334,796				24,533				2,391,076
Michael P. Plisinski			43,870,843				144,845				27,581				2,391,076
Karen M. Rogge			43,825,366				194,288				23,615				2,391,076
Christopher A. Seams			43,661,582				356,997				24,690				2,391,076
May Su			43,862,963				156,989				23,317				2,391,076
Christine A. Tsingos			43,291,362				729,039				22,868				2,391,076

Proposal 2: The stockholders approved, on an advisory (non-binding) basis, the compensation for the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2023 Annual Meeting, by the following vote:

For				Against				Abstain				Broker Non-Votes
	42,306,919				1,658,630				77,720				2,391,076

Proposal 3: The stockholders voted, on an advisory (non-binding) basis, on the frequency of future advisory votes on named executive officer compensation as follows:

1 Year				2 Years				3 Years				Abstain		Broker Non-Votes
	41,759,723				12,164				2,207,144			64,238			2,391,076

 

Proposal 4: The stockholders ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023, by the following vote:

For				Against				Abstain				Broker Non-Votes
	46,230,798				185,206				18,341				0

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

 

 

---

SIGNATURES

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.

			Onto Innovation Inc.
Date:	May 9, 2023	By:	/s/ Yoon Ah Oh
			Yoon Ah Oh Vice President, General Counsel & Corporate Secretary

 

---