Onto Innovation (ONTO) wins support for directors, executive pay and EY auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Onto Innovation Inc. reported the results of its 2026 Annual Meeting held in Wilmington, Massachusetts. Stockholders elected seven directors—Stephen D. Kelley, Susan D. Lynch, David B. Miller, Michael P. Plisinski, Stephen S. Schwartz, Christopher A. Seams, and May Su—to serve until the next annual meeting, with each nominee receiving over 38.7 million votes in favor and 2.68 million broker non-votes.

Stockholders also approved, on an advisory (non-binding) basis, the compensation of the company’s named executive officers, with 40,624,022 votes for, 1,196,481 against, 201,194 abstentions, and 2,682,384 broker non-votes. In addition, they ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 44,378,549 votes for, 178,157 against, and 147,375 abstentions.

Insights

All management proposals passed with strong support, signaling continuity.

Stockholders of Onto Innovation Inc. elected the full board slate, approved executive pay on an advisory basis, and ratified Ernst & Young LLP as auditor. Vote totals show broad backing, with each director receiving tens of millions of votes in favor.

The advisory say-on-pay resolution drew 40.6 million votes for versus 1.2 million against, indicating overall support but also a modest dissenting bloc. Auditor ratification passed comfortably, suggesting no widespread concern about financial reporting oversight based on this vote alone.

Future proxy and meeting results will clarify whether these voting patterns remain stable or if support levels for directors or compensation shift in later years as performance and governance practices evolve.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Stephen D. Kelley: 41,519,539 votes Votes for David B. Miller: 38,775,556 votes Say-on-pay votes for: 40,624,022 votes +4 more

7 metrics

Votes for Stephen D. Kelley 41,519,539 votes Director election at 2026 Annual Meeting

Votes for David B. Miller 38,775,556 votes Director election at 2026 Annual Meeting

Say-on-pay votes for 40,624,022 votes Advisory approval of executive compensation

Say-on-pay votes against 1,196,481 votes Advisory approval of executive compensation

Auditor ratification votes for 44,378,549 votes Ratification of Ernst & Young LLP for fiscal 2026

Auditor ratification votes against 178,157 votes Ratification of Ernst & Young LLP for fiscal 2026

Broker non-votes on proposals 1 and 2 2,682,384 votes Director elections and say-on-pay

Key Terms

broker non-votes, advisory (non-binding) basis, independent registered public accounting firm, Annual Meeting, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes | ---------------------------------------------------------------------------- Stephen D. Kelley ... 2,682,384"

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.

advisory (non-binding) basis financial

"The stockholders approved, on an advisory (non-binding) basis, the compensation for the Company’s named executive officers"

independent registered public accounting firm financial

"ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

Annual Meeting financial

"The Company held its 2026 Annual Meeting on May 20, 2026, at its corporate office"

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.

named executive officers financial

"the compensation for the Company’s named executive officers, as disclosed in the Company’s proxy statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

05/20/2026 - 04:01 PM

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 20, 2026

    

Onto Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39110	94-2276314
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16 Jonspin Road
Wilmington, Massachusetts		01887
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (978) 253-6200

    

(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 per share	ONTO	New York Stock Exchange

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 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. ☐

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

The Company held its 2026 Annual Meeting on May 20, 2026, at its corporate office located in Wilmington, Massachusetts. At the 2026 Annual Meeting, the Company’s stockholders voted on the following three proposals and cast their votes as follows:

Proposal 1: The stockholders elected Stephen D. Kelley, Susan D. Lynch, David B. Miller, Michael P. Plisinski, Stephen S. Schwartz, Christopher A. Seams, and May Su as directors of the Company, each to serve until the next annual meeting. The voting for each director was as follows:


Nominee	For		Against		Abstain		Broker Non-Votes
Stephen D. Kelley		41,519,539		447,694		54,464		2,682,384
Susan D. Lynch		41,705,037		262,190		54,470		2,682,384
David B. Miller		38,775,556		3,185,107		61,034		2,682,384
Michael P. Plisinski		41,724,970		280,583		16,144		2,682,384
Stephen S. Schwartz		41,523,952		444,091		53,654		2,682,384
Christopher A. Seams		40,522,014		1,479,450		20,233		2,682,384
May Su		41,056,051		904,119		61,527		2,682,384

Proposal 2: The stockholders approved, on an advisory (non-binding) basis, the compensation for the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2025 Annual Meeting, by the following vote:


For		Against		Abstain		Broker Non-Votes
	40,624,022		1,196,481		201,194		2,682,384

Proposal 3: The stockholders ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote:


For		Against		Abstain		Broker Non-Votes
	44,378,549		178,157		147,375		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX


Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

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.


			Onto Innovation Inc.

Date:	May 20, 2026	By:	/s/ Yoon Ah Oh
			Yoon Ah Oh Senior Vice President, General Counsel & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What key decisions were made at Onto Innovation (ONTO) 2026 Annual Meeting?

Stockholders elected seven directors to serve until the next annual meeting, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with all three proposals receiving strong support.

How did Onto Innovation (ONTO) stockholders vote on director elections in 2026?

All seven nominees were elected. For example, Stephen D. Kelley received 41,519,539 votes for and 447,694 against, while David B. Miller received 38,775,556 for and 3,185,107 against. Each director’s total included 2,682,384 broker non-votes recorded in the results.

Was Onto Innovation (ONTO) executive compensation approved by stockholders?

Yes. Stockholders approved, on an advisory (non-binding) basis, the compensation of the named executive officers with 40,624,022 votes for, 1,196,481 votes against, 201,194 abstentions, and 2,682,384 broker non-votes, reflecting overall support for the compensation program disclosed in the company’s proxy statement.

Which audit firm did Onto Innovation (ONTO) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Onto Innovation’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 44,378,549 votes for, 178,157 against, and 147,375 abstentions, and no broker non-votes reported on this proposal.

How many broker non-votes occurred in Onto Innovation (ONTO) 2026 director elections?

Each director election showed 2,682,384 broker non-votes. This figure applied across all seven nominees, indicating shares that were counted for quorum but did not vote on the specific director proposals while still participating in the overall meeting.

What does the advisory say-on-pay vote mean for Onto Innovation (ONTO)?

The advisory vote approved executive compensation with a large majority, but 1,196,481 votes against and 201,194 abstentions show some reservations. Although non-binding, this result provides board feedback on how stockholders view the company’s pay practices and disclosures.

Filing Exhibits & Attachments

1 document

Onto Innovation (ONTO) wins support for directors, executive pay and EY auditor

Rhea-AI Filing Summary

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