Summary of ELECTRO SCIENTIFIC INDUSTRIES INC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 8, 2012, the Compensation Committee of the Board of Directors of Electro Scientific Industries, Inc. (the "Company") awarded performance-based restricted stock units under the Company's 2004 Stock Incentive Plan to its named executive officers in the amounts set forth opposite each of their names below (the "PRSUs"):

                          Officer               PRSUs
                          Nicholas Konidaris     58,000
                          Paul Oldham            15,000
                          Robert DeBakker         8,000
                          Kerry Mustoe            5,000
                          Bing-Fai Wong           9,000

One-third of the PRSUs vest based on the Company's sales in fiscal 2014 as compared to the Company's strategic plan and two-thirds vest based on the Company's sales in fiscal 2015 as compared to the Company's strategic plan. Of the PRSUs vesting based on fiscal 2014 sales, 100% vest on attainment of plan, with additional vesting in 10% increments for each 10% increment in sales above that amount, up to a maximum of 200% vesting. For sales below plan, 90% vest on sales of 90% of plan and 95% vest on sales of 95% of plan. There is no vesting if sales are below 90% of plan.

Of the PRSUs vesting based on fiscal 2015 sales, 100% vest on attainment of plan, with additional vesting in 10% increments for each 10% increment in sales above that amount, up to a maximum of 200% vesting. For sales below plan, 90% vest on sales of 90% of plan and 95% vest on sales of 95% of plan. There is no vesting if sales are below 90% of plan.

The other terms of the PRSUs are materially consistent with the restricted stock unit awards granted to each of the named executive officers described in the Company's proxy statement for its 2012 annual meeting.

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

The 2012 Annual Meeting of Shareholders of the Company was held pursuant to notice at 2:30 p.m. Pacific Daylight Time on August 9, 2012 at the Company's offices in Portland, Oregon to consider and vote upon:

Proposal 1    To elect the three directors named in the proxy statement for a term of
              three years. Richard J. Faubert, David Nierenberg and Jon D. Tompkins
              are nominees for election for three year terms.

Proposal 2    To ratify the appointment of KPMG LLP as ESI's independent registered
              public accounting firm for the fiscal year ending March 30, 2013.

Proposal 3    To approve, on an advisory basis, the compensation of our named
              executive officers.


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Proposal 4    To reapprove our 2004 Stock Incentive Plan for purposes of
              Section 162(m) of the Internal Revenue Code.

The final results of the voting on these proposals were as follows:

        Proposal 1

        Election of Director       For           Withheld        Broker Non-Votes
        Richard J. Faubert       24,583,475       1,555,188              2,123,816
        David Nierenberg         25,442,174         696,489              2,123,816
        Jon D. Tompkins          24,685,992       1,452,671              2,123,816

        Proposal 2
                                   For            Against            Abstain
                                 26,474,052       1,786,182                  2,245

        Proposal 3
                                   For            Against            Abstain
                                 24,395,913       1,587,587                155,163

        Proposal 4
                                   For            Against            Abstain
                                 23,086,786       3,027,800                 24,077