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| ACLS > SEC Filings for ACLS > Form 8-K on 3-May-2012 | All Recent SEC Filings |
3-May-2012
Results of Operations and Financial Condition, Submission of Matters to
On May 3, 2012, Axcelis Technologies, Inc. (the "Company") issued a press release regarding its financial results for the three months ended March 31, 2012. The Company's press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.02 Compensatory Arrangements of Certain Officers
On April 27, 2012, the Compensation Committee of the Board of Directors of the Company approved a modification to the form of Change of Control Agreement with each of the Company's executive officers to eliminate a reduction in benefits based on the age of the executive officer. Prior to the modification, the double-trigger Change of Control Agreements provided for a cash separation payment that reduced ratably during the three years prior to the executive's 65th birthday. For executives aged 62 or younger, the cash separation payment would equal the executive's then salary and average bonus multiplied by three. For executives over 62, this multiplier would reduce to be "the number of years and portions thereof (expressed as a decimal fraction) from the Date of Termination until the Executive's 65th birthday."
The Compensation Committee determined that this reduction in change of control benefits was inappropriate for the Company's executives since the Company does not maintain an alternative retirement benefit that would replace the change of control payout in the event of termination of an executive 62 or older. Accordingly, the Change of Control Agreement maintains the multiplier at three for all executives, regardless of age.
The Annual Meeting of Stockholders of Axcelis Technologies, Inc. was held at our offices at 108 Cherry Hill Drive, Beverly, Massachusetts on May 2, 2012. Out of 107,137,038 shares of Common Stock (as of the record date of March 5, 2012) entitled to vote at the meeting, 93,573,396 shares, or 87.34%, were present in person or by proxy.
1. At the Annual Meeting, each of the eight nominees for re-election as directors received the number of votes set 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:
Number of Votes
For Withheld Broker Non-Votes
Proposal to elect the following nominees
as a director
1. Edward H. Braun 44,010,372 12,152,779 37,410,239
2. R. John Fletcher 42,516,175 13,646,976 37,410,239
3. Stephen R. Hardis 42,294,916 13,868,235 37,410,239
4. William C. Jennings 43,973,762 12,189,389 37,410,239
5. Joseph P. Keithley 44,052,297 12,110,854 37,410,239
6. Patrick H. Nettles 43,651,883 12,511,268 37,410,239
7. Mary G. Puma 43,803,907 12,359,244 37,410,239
8. H. Brian Thompson 31,027,058 25,136,093 37,410,239
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2. The following sets forth the tally of the votes cast on the proposal to approve the 2012 Equity Incentive Plan, as adopted and amended by the Board of Directors. A majority of the votes cast were voted in favor of the approval of the 2012 Equity Incentive Plan, as adopted and amended by the Board of Directors, and therefore the 2012 Equity Incentive Plan has been approved by the stockholders.
Number of Votes
Broker Percentage
Non- of Total
For Against Abstaining Votes Voted For
Proposal to approve
the 2012 Equity
Incentive Plan, as
amended. 44,635,604 9,746,301 1,781,246 37,410,239 82.08 %
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3. 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, 2012. 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.
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 ending
December 31, 2012. 90,556,448 2,627,882 388,805 - 97.18 %
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4. The following sets forth the tally of the votes cast on the proposal that the stockholders of the Company advise the Board of Directors that they approve the compensation paid to the Company's executive officers for fiscal 2011, as described under "Executive Compensation" in the proxy statement for this meeting. A majority of the votes cast were voted in favor of the proposal, and therefore such advisory vote has passed.
Number of Votes
Broker Percentage
Non- of Total
For Against Abstaining Votes Voted For
Proposal that the
stockholders of the Company
advise the Board of
Directors that they approve
the compensation paid to
the Company's executive
officers for fiscal 2011,
as described under
"Executive Compensation" in
the proxy statement for
this meeting. 50,113,390 4,199,254 1,850,507 37,410,239 92.27 %
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(d) Exhibits
Exhibit No. Description
99.1 Press Release dated May 3, 2012. Filed herewith.
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