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VECO > SEC Filings for VECO > Form 8-K on 11-Dec-2013All Recent SEC Filings

Show all filings for VEECO INSTRUMENTS INC

Form 8-K for VEECO INSTRUMENTS INC


11-Dec-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote


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

On December 9, 2013, David D. Glass, Veeco's Executive Vice President and Chief Financial Officer, elected to retire from Veeco. Veeco has retained a search firm to assist in recruiting a new CFO. To facilitate a smooth transition, Mr. Glass will continue in his current role, for up to six months, until a successor is named. In exchange for agreeing to stay for up to six months, Mr. Glass will be credited with service for equity vesting purposes through June 9, 2014, even if the service period ends sooner, and he will be eligible to receive the separation benefits described in the letter agreement between him and Veeco dated December 17, 2009.



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

On December 10, 2013, Veeco held its 2013 annual meeting of stockholders. The matters voted on at the meeting were: (1) the election of two directors: Roger D. McDaniel and John R. Peeler; (2) amendment and restatement of Veeco 2010 Stock Incentive Plan; (3) an advisory vote on executive compensation; and
(4) ratification of the Board's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013. These matters are described in detail in the Company's proxy statement for the meeting, which was filed with the Securities and Exchange Commission on November 4, 2013.

As of the record date for the meeting, there were 39,251,043 shares of common stock outstanding, each of which was entitled to one vote with respect to each of the matters voted on at the meeting. Each of the directors up for reelection was reelected and each of the other matters was approved by the required number of votes on each such matter. The terms of each of the following directors continued after the meeting: Edward H. Braun, Richard A. D'Amore, Gordon Hunter, Keith D. Jackson and Peter J. Simone. The final voting results were as follows:

                                                     Broker
Matter                        For       Withheld    Non-votes
1. Election of Directors
(a) Roger D. McDaniel      26,967,483   3,758,914   2,661,053
(b) John R. Peeler         29,982,015     744,382   2,661,053




                                                                            Broker
Matter                           For          Against       Abstained      Non-votes
2. Amendment and
Restatement of Veeco 2010
Stock Incentive Plan          28,518,550      1,986,260        221,585      2,661,055




                                                                            Broker
Matter                           For          Against       Abstained      Non-votes
3. Approval of the
advisory vote on
executive compensation        26,679,629      4,019,912         27,054      2,660,855




                                                                            Broker
Matter                           For          Against       Abstained      Non-votes
4. Ratification of the
appointment of Ernst &
Young LLP                     32,867,057        506,013         14,180            200


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