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Axcelis (ACLS) investors approve directors, Ernst & Young and say-on-pay at 2026 meeting

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8-K

Rhea-AI Filing Summary

Axcelis Technologies, Inc. reported the results of its 2026 annual meeting of stockholders held in Beverly, Massachusetts. Of 30,729,970 common shares eligible to vote as of March 12, 2026, 27,730,608 shares, or 90.24%, were represented in person or by proxy.

Stockholders elected eight director nominees, each receiving between 88.16% and 98.73% of votes cast in favor. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 91.82% of votes cast in favor.

In an advisory vote on executive compensation for 2025, stockholders approved the pay of the named executive officers, with 90.56% of votes cast in favor, 2,381,859 votes against, and 51,140 abstentions, plus 2,436,760 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares eligible to vote 30,729,970 shares Common stock as of record date March 12, 2026
Shares represented at meeting 27,730,608 shares Present in person or by proxy; 90.24% turnout
Auditor ratification support 91.82% for Ernst & Young LLP ratified for year ending December 31, 2026
Say-on-pay support 90.56% for Advisory approval of 2025 executive compensation
Highest director support 98.73% for Election of director nominee Necip Sayiner
Lowest director support 88.16% for Election of director nominee Jeanne Quirk
broker non-votes financial
"Broker Non-Votes | | | | 2,436,760"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
record date financial
"as of the record date of March 12, 2026"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Executive Compensation financial
"as described under “Executive Compensation” in the Proxy Statement"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
Annual Meeting financial
"The 2026 annual meeting of stockholders (the “Annual Meeting”)"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
Understanding 8-K Material Events →
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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

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What was Axcelis (ACLS) shareholder turnout at the 2026 annual meeting?

Shareholder turnout was strong, with 27,730,608 shares represented at the meeting. This equaled 90.24% of the 30,729,970 common shares eligible to vote as of the March 12, 2026 record date.

Did Axcelis (ACLS) stockholders elect all director nominees in 2026?

Yes, stockholders elected all eight director nominees. Each nominee received a majority of votes cast, with support levels ranging from 88.16% to 98.73% of votes cast in favor, plus additional broker non-votes recorded for each director.

How did Axcelis (ACLS) investors vote on the 2026 auditor ratification?

Investors approved ratifying Ernst & Young LLP as independent registered public accounting firm for 2026. The proposal received 25,444,085 votes for, 2,266,088 against, 20,435 abstentions, and no broker non-votes, representing 91.82% support among votes cast.

Was Axcelis (ACLS) executive compensation approved in the 2026 say-on-pay vote?

Yes, stockholders gave advisory approval to 2025 executive compensation. The proposal received 22,860,849 votes for, 2,381,859 against, and 51,140 abstentions, with 2,436,760 broker non-votes, reflecting 90.56% support among votes cast in favor.

Where was the 2026 Axcelis (ACLS) annual stockholder meeting held?

The 2026 annual meeting of stockholders was held at Axcelis Technologies’ offices at 108 Cherry Hill Drive, Beverly, Massachusetts. The meeting took place on May 5, 2026, with stockholders able to attend in person or be represented by proxy.

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