8-K 1 a18-12816_18k.htm 8-K

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 3, 2018

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

Delaware |  | 0-16244 |  | 11-2989601
(State or other jurisdiction |  | (Commission |  | (IRS Employer
of incorporation) |  | File Number) |  | Identification No.)

Terminal Drive, Plainview, New York 11803
(Address of principal executive offices)

(516) 677-0200

(Registrant’s telephone number, including area code)

Not applicable

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

If an emerging growth company, indicate by check mark if the 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. o

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2018, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended March 31, 2018. In connection with the release and the related conference call, Veeco posted a presentation relating to its first quarter 2018 financial results on its website (www.veeco.com). Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

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

On May 3, 2018, Veeco held its 2018 Annual Meeting. The matters voted on at the meeting are described in detail in the Company’s proxy statement for the meeting, which was filed with the SEC on March 19, 2018.

As of the record date for the meeting, there were 48,125,907 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 election was elected 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: Kathleen A. Bayless, Gordon Hunter, John R. Peeler, Peter J. Simone and Thomas St. Dennis.

The final voting results were:

Matter |  | For |  | Withheld |  | Broker Non- votes |
1. Election of Directors |  |  |  |  |  |  |
(a) Richard A. D’Amore |  | 39,064,432 |  | 1,026,970 |  | 3,074,908 |
(b) Keith D. Jackson |  | 39,322,795 |  | 768,607 |  | 3,074,908 |

Matter |  | For |  | Against |  | Abstained |  | Broker Non-votes |
2. Approval of the advisory vote on executive compensation |  | 33,077,477 |  | 6,400,399 |  | 613,526 |  | 3,074,908 |
3. Ratification of the appointment of KPMG LLP |  | 42,917,414 |  | 104,598 |  | 144,298 |  | 0 |

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit |  | Description
99.1 |  | Press release issued by Veeco dated May 7, 2018
99.2 |  | Veeco Q1 2018 Conference Call, May 7, 2018

The information in this report, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall this information or these exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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SIGNATURES

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.

May 7, 2018 | VEECO INSTRUMENTS INC.
| By: | /s/ Gregory A. Robbins
| Name: | Gregory A. Robbins
| Title: | Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit |  | Description
99.1 |  | Press release issued by Veeco dated May 7, 2018
99.2 |  | Veeco Q1 2018 Conference Call, May 7, 2018

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