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NANO > SEC Filings for NANO > Form 8-K on 27-May-2014All Recent SEC Filings

Show all filings for NANOMETRICS INC

Form 8-K for NANOMETRICS INC


27-May-2014

Change in Directors or Principal Officers


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

On May 20, 2014, the Board of Directors (the "Board") of the Company appointed Christine Tsingos to serve as a member of the Board of Directors to serve until the next annual meeting of the stockholders of the Company, which is to be held in 2015, and until her successor is elected and qualified, or upon her earlier death, resignation, or removal. Ms. Tsingos will also serve on the Audit Committee of the Board as the Chairperson of the Audit Committee. Concurrently with such appointment, the Board increased the size of the Board from five (5) directors to six (6) directors.
As a non-employee director, Ms. Tsingos will receive annual cash compensation in the amount of $50,000, and restricted stock units ("RSUs") with a value of $100,000 (6,165 RSUs) which will vest on the earlier of May 20, 2015, or the date of the 2015 Annual Meeting of Stockholders. Ms. Tsingos will receive an additional $20,000 in annual cash compensation as the Chairperson of the Audit Committee, and will be eligible to participate in Nanometrics' self-funded health care and Executive Reimbursement Plan.
Item 5.07 - Submission of Matters to a Vote of Security Holders.
On May 20, 2014, the Company held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). The final results of voting for each matter submitted to a vote of the stockholders at the Annual Meeting are as follows:

1. J. Thomas Bentley, Edward J. Brown Jr., Stephen G. Newberry, Bruce C. Rhine, and Timothy J. Stultz, Ph.D. were elected as directors of the Company, each to serve for a term of one year or until his respective successor has been duly elected and qualified. The voting for each director was as follows:

Nominee                     Votes For  Votes Withheld  Broker Non-Votes

J. Thomas Bentley          19,339,699      43,893          2,763,909
Edward J. Brown Jr.        19,284,964      98,628          2,763,909
Stephen G. Newberry        19,142,742      240,850         2,763,909
Bruce C. Rhine             19,283,003      100,589         2,763,909
Timothy J. Stultz, Ph.D.   19,338,719      44,873          2,763,909

2. The advisory vote approving, as an advisory (non-binding) vote, the compensation paid to the Company's executive officers in 2013, as disclosed in the Company's proxy statement for the Annual Meeting, was approved by the following vote:

Votes For Votes Against Abstain Broker Non-Votes

18,631,686 741,444 10,462 2,763,909

3. PricewaterhouseCoopers, LLP was ratified as the Company's independent registered public accounting firm for the fiscal year ending December 27, 2014, by the following vote:

Votes For Votes Against Abstain

22,069,530 66,610 11,361


Signature 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.

Dated: May 22, 2014 NANOMETRICS INCORPORATED

/S/ Ronald W. Kisling
Ronald W. Kisling
Chief Financial Officer
Duly Authorized Officer

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