Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
Item 5.07 Submission of Matters to a Vote of Security Holders. As previously announced, on September 30, 2025, Axcelis Technologies, Inc., a Delaware corporation (“Axcelis” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Axcelis, Victory Merger Sub, Inc., Delaware corporation and a direct wholly owned subsidiary of Axcelis (“Merger Sub”) and V…
Filed Feb 6, 2026Accepted Feb 6, 2026, 4:40 PM ESTCIK 1113232Accession 0001104659-26-011577
Axcelis (Nasdaq: ACLS), headquartered in Beverly, Mass., has been providing innovative, high-productivity solutions for the semiconductor industry for over 45 years. Axcelis is dedicated to developing enabling process applications through the design, manufacture and complete life cycle support of ion implantation systems, one of the most critical and enabling steps in the IC manufacturing process. Learn more about Axcelis at www.axcelis.com.
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously announced, on September 30, 2025, Axcelis Technologies,
Inc., a Delaware corporation (“Axcelis” or the “Company”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”), by and among Axcelis, Victory Merger Sub, Inc., Delaware corporation and a direct
wholly owned subsidiary of Axcelis (“Merger Sub”) and Veeco Instruments Inc., a Delaware corporation (“Veeco”),
pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Veeco, with Veeco surviving
such merger as a wholly owned subsidiary of Axcelis (the “Merger”).
On February 6, 2026, Axcelis held a special meeting of stockholders
(the “Special Meeting”) to consider certain proposals related to the Merger. All references in this Current Report
on Form 8-K to “present in person” shall mean present at the Special Meeting either (i) virtually via the Internet or
(ii) in person at Axcelis’ headquarter offices.
As of the close of business on December 26, 2025, the record date
for the Special Meeting, there were 30,699,201 shares of the Company’s common stock, par value $0.01 per share (the “Shares”),
outstanding and entitled to vote at the Special Meeting. A total of 25,228,112 Shares, representing approximately 82.18% of the voting
power of the outstanding Shares entitled to vote, were present in person or represented by proxy at the Special Meeting, constituting
a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
Share Issuance
Proposal. A proposal to approve the issuance of shares of Axcelis common stock pursuant to the Merger Agreement (the “Share
Issuance Proposal”).
Adjournment Proposal. A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there
are insufficient votes to adopt the Share Issuance Proposal (the “Adjournment Proposal”).
Each proposal is described in detail in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission on December 31, 2025, as supplemented on January 28, 2026 and February
2, 2026, respectively. The Share Issuance Proposal and the Adjournment Proposal were each approved by the requisite vote of the Company’s
stockholders. The final voting results for each proposal are presented below.
Proposal 1: The Share Issuance Proposal
Approval of the Share Issuance Proposal required the affirmative vote
of the holders of a majority of votes cast on the Share Issuance Proposal. Abstentions were not considered votes cast and therefore had
no effect on the outcome of the Share Issuance Proposal. The Share Issuance Proposal was approved.
For Against Abstain
───────────────────────────────────────────────────────────
24,128,309 (95.84%) 1,048,205 (4.16%) 51,598
Proposal 2: The Adjournment Proposal
Approval of the Adjournment Proposal required the affirmative vote
of the holders of a majority of votes cast on the Adjournment Proposal. Abstentions were not considered votes cast and therefore had
no effect on the outcome of the Adjournment Proposal. The Adjournment Proposal was approved, but was not necessary in light of the approval
of the Share Issuance Proposal.
For Against Abstain
───────────────────────────────────────────────────────────
23,376,908 (92.86%) 1,796,454 (7.14%) 54,750
Because none of the proposals were “routine” matters,
there could be no broker non-votes occurring in connection with these proposals at the Special Meeting.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On February 6, 2026, the Company issued a press release announcing
the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) tm265450d1_ex99-1.htm
Exhibit 99.1
Axcelis Stockholders Approve Merger with Veeco
BEVERLY, Mass., Feb. 6, 2026 - Axcelis Technologies, Inc.
(Nasdaq: ACLS) (“Axcelis”) today announced that its stockholders have voted to approve all proposals related to the Company’s
pending merger (the “Merger”) with Veeco Instruments Inc. (Nasdaq: VECO) at its Special Meeting of Stockholders (“Special
Meeting”).
The final voting results of the Special Meeting will be reported in
a Form 8-K filed by Axcelis with the U.S. Securities and Exchange Commission.
The completion of the Merger remains subject to other customary closing
conditions, including the final pending regulatory approval from the State Administration for Market Regulation of the People’s
Republic of China.
Axcelis and Veeco continue to expect that the Merger will be completed
in the second half of 2026.
About Axcelis
Axcelis (Nasdaq: ACLS), headquartered in Beverly,
Mass., has been providing innovative, high-productivity solutions for the semiconductor industry for over 45
years. Axcelis is dedicated to developing enabling process applications through the design, manufacture and complete
life cycle support of ion implantation systems, one of the mos…