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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
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Date of Report (Date of earliest event reported): May 21, 2025 |
Onto Innovation Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39110 |
94-2276314 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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16 Jonspin Road |
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Wilmington, Massachusetts |
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01887 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share |
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ONTO |
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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 2025 Annual Meeting on May 21, 2025, at its office located in Milpitas, California. At the 2025 Annual Meeting, the Company’s stockholders voted on the following three proposals and cast their votes as follows:
Proposal 1: The stockholders elected Stephen D. Kelley, Susan D. Lynch, David B. Miller, Michael P. Plisinski, Stephen Schwartz, Christopher A. Seams, and May Su as directors of the Company, each to serve until the next annual meeting. The voting for each director was as follows:
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Stephen D. Kelley |
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41,323,500 |
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185,864 |
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64,025 |
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2,376,395 |
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Susan D. Lynch |
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41,299,276 |
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209,645 |
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64,468 |
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2,376,395 |
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David B. Miller |
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38,607,953 |
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2,899,320 |
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66,116 |
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2,376,395 |
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Micheal P. Plisinski |
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41,420,395 |
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125,545 |
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27,449 |
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2,376,395 |
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Stephen Schwartz |
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41,342,019 |
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174,621 |
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56,749 |
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2,376,395 |
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Christopher A. Seams |
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40,223,188 |
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1,047,888 |
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302,313 |
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2,376,395 |
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May Su |
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40,506,871 |
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991,539 |
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74,979 |
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2,376,395 |
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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 2025 Annual Meeting, by the following vote:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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40,021,164 |
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1,505,709 |
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46,516 |
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2,376,395 |
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Proposal 3: The stockholders ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2026, by the following vote:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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43,571,777 |
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354,246 |
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23,761 |
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0 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
104 |
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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.
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Onto Innovation Inc. |
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Date: |
May 21, 2025 |
By: |
/s/ Yoon Ah Oh |
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Yoon Ah Oh
Senior Vice President, General Counsel & Corporate Secretary |
