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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 5, 2026

 

Axcelis Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-30941   34-1818596
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

108 Cherry Hill Drive, Beverly, Massachusetts   01915
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (978) 787-4000

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value ACLS Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

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

 

The 2026 annual meeting of stockholders (the “Annual Meeting”) of Axcelis Technologies, Inc. (the “Company”) was held at the offices of the Company at 108 Cherry Hill Drive in Beverly, Massachusetts, on May 5, 2026. Out of 30,729,970 shares of common stock (as of the record date of March 12, 2026) eligible to vote at the Annual Meeting, 27,730,608 shares, or 90.24%, were present in person or by proxy.

 

1.At the Annual Meeting, each of the eight nominees for election as directors received the number of votes set forth opposite such nominee’s name, constituting a plurality of the votes cast, and therefore such nominee has been duly elected as a director of the Company:

 

Proposal 1  Number of Votes     
Proposal to elect the following nominees as a director  For   Withheld   Broker Non-Votes   Percentage of
Total Voted For		 
1. Tzu-Yin Chiu   24,713,401    580,447    2,436,760    97.71%
2. Gregory Graves   23,996,653    1,297,195    2,436,760    94.87%
3. John Kurtzweil   22,672,494    2,621,354    2,436,760    89.64%
4. Russell Low   24,880,084    413,764    2,436,760    98.36%
5. Jeanne Quirk   22,297,935    2,995,913    2,436,760    88.16%
6. Necip Sayiner   24,973,530    320,318    2,436,760    98.73%
7. Thomas St. Dennis   22,666,006    2,627,842    2,436,760    89.61%
8. Jorge Titinger   24,862,803    431,045    2,436,760    98.30%

 

2.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 the Company’s independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2026. 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:

 

Proposal 2  Number of Votes     
               Broker   Percentage of 
               Non-   Total Voted 
   For   Against   Abstaining   Votes   For 
Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2026.   25,444,085    2,266,088    20,435    0    91.82%

 

 

 

3.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 named executive officers for the year ended December 31, 2025, as described under “Executive Compensation” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 31, 2026 (the “Proxy Statement”). A majority of the votes cast were voted in favor of the proposal, and therefore such advisory vote has passed.

 

Proposal 3  Number of Votes     
               Broker   Percentage of 
               Non-   Total Voted  
   For   Against   Abstaining   Votes   For 
Proposal that the stockholders of the Company advise the Board of Directors that they approve the compensation paid to the Company’s named executive officers for the year ended December 31, 2025, as described under “Executive Compensation” in the Proxy Statement.   22,860,849    2,381,859    51,140    2,436,760    90.56%

 

 

 

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.

 

Date: May 6, 2026 Axcelis Technologies, Inc.
     
  By: /s/ Eileen J. Evans
    Eileen J. Evans
    Executive Vice President, HR/Legal, and General Counsel