On May 14, 2009 at our Annual Meeting of Shareholders, our shareholders approved: (i) an amendment to our 1995 Stock Incentive Plan to increase the number of shares of our common stock reserved for issuance under the plan from 9,750,000 to 10,000,000; and (ii) an amendment to the FEI Employee Share Purchase Plan to increase the number of shares of our common stock reserved for issuance under the plan from 2,700,000 to 2,950,000. A copy of each of these amended plans are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

On May 14, 2009, the Board appointed Richard H. Wills as Chairman of the Compensation Committee of the Board, effective immediately. Mr. Wills has served as an independent director of the company since February 2009.

On May 14, 2009, the Board also appointed Gerhard H. Parker as Chairman of the Board, effective immediately. Mr. Parker assumes the chairmanship from James T. Richardson, who completed his term of service on May 14. Mr. Parker, who has served as an independent director since July 2001, was elected for an initial three-year term.

In addition to the foregoing appointments, the Board appointed other committee members. Accordingly, the current committee membership is as follows:

Audit Committee

Thomas F. Kelly, Chair

Jan C. Lobbezoo

James T. Richardson

Compensation Committee

Richard H. Wills, Chair

Lawrence A. Bock

Wilfred J. Corrigan

William W. Lattin

Nominating and Governance Committee

William W. Lattin, Chair

Wilfred J. Corrigan

James T. Richardson

(d) Exhibits.

              Exhibit No.   Description

                 10.1       1995 Stock Incentive Plan, as amended

                 10.2       Employee Share Purchase Plan, as amended