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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):
February 6, 2026
VEECO
INSTRUMENTS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State
or other jurisdiction
of incorporation) |
0-16244
(Commission
File
Number) |
11-2989601
(IRS
Employer
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):
¨ 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, par value $0.01 per share |
VECO |
The
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 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. |
As previously disclosed, on September 30, 2025, Veeco Instruments Inc.,
a Delaware corporation (the “Company”), Axcelis Technologies, Inc., a Delaware corporation (“Axcelis”), and Victory
Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Axcelis (“Merger Sub”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of
the conditions specified therein, Merger Sub shall be merged with and into the Company (the “Merger”), with the Company surviving
as a wholly-owned subsidiary of Axcelis.
On February 6, 2026, the Company 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 the Company’s headquarter offices.
As of the close of business on December 26, 2025, the record date for
the Special Meeting, there were 60,297,087 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 53,889,610 Shares, representing approximately 89.37% 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:
| 1. |
Merger Agreement Proposal. A proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Axcelis (the “Merger Agreement Proposal”). |
| 2. |
Merger Compensation Proposal. A proposal to approve, on a non-binding advisory basis, the compensation that will be paid or become payable to the named executive officers of the Company that is based on or otherwise related to the transactions contemplated by the Merger Agreement (the “Merger Compensation 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 “Proxy Statement”). The Merger Agreement Proposal and the Merger Compensation 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 Merger Agreement Proposal
Approval of the Merger Agreement Proposal required the affirmative
vote of the holders of a majority of the Shares issued and outstanding and entitled to vote on the Merger Agreement Proposal as of
the record date for the Special Meeting. Abstentions had the same effect as voting against the Merger Agreement Proposal. The Merger Agreement
Proposal was approved.
| For |
|
Against |
|
Abstain |
| 53,408,907 |
|
469,828 |
|
10,875 |
Proposal 2: The Merger Compensation Proposal
Approval of the Merger Compensation Proposal required the affirmative
vote of the holders of a majority of votes cast on the Merger Compensation Proposal. Abstentions were not considered votes cast and therefore
had no effect on the outcome of the Merger Compensation Proposal. The Merger Compensation Proposal was approved.
| For |
|
Against |
|
Abstain |
| 53,258,029 |
|
600,723 |
|
30,858 |
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.
As there were sufficient votes at the time of the Special Meeting to
approve the Merger Agreement Proposal and the Merger Compensation Proposal, the “Adjournment Proposal” described in the Proxy
Statement was not presented at the Special Meeting.
| 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.
| Item 9.01 |
Financial Statements and Exhibits. |
Exhibits
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release announcing results, dated February 6, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| February 6, 2026 |
VEECO INSTRUMENTS INC. |
| |
|
| |
By: |
/s/ Kirk Mackey |
| |
Name: |
Kirk Mackey |
| |
Title: |
Vice President, General Counsel |
Exhibit 99.1
Veeco Stockholders Approve Merger with Axcelis
PLAINVIEW, N.Y., Feb. 6, 2026 – Veeco Instruments
Inc. (Nasdaq: VECO) (“Veeco”) today announced that its stockholders have voted to approve all proposals related to
the Company’s pending merger (the “Merger”) with Axcelis Technologies, Inc. (Nasdaq: ACLS) (“Axcelis”)
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 Veeco 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.
Veeco and Axcelis continue to expect that the Merger will be completed
in the second half of 2026.
About Veeco
Veeco (NASDAQ: VECO) is an innovative manufacturer of semiconductor
process equipment. Our laser annealing, ion beam, metal organic chemical vapor deposition (MOCVD), single wafer etch & clean
and lithography technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment
designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets we serve. To learn
more about Veeco's systems and service offerings, visit www.veeco.com.
Additional Information About the Potential Transaction and Where
to Find It
In connection with the proposed Merger between Axcelis and Veeco pursuant
to the Merger Agreement, dated as of September 31, 2025, by and between Axcelis, Veeco and Victory Merger Sub, Inc., on December 8,
2025, Axcelis filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4
(File No. 333-292008), as amended on December 29, 2025 (the “Registration Statement”). The Registration Statement
was declared effective by the SEC on December 31, 2025. Each of Axcelis and Veeco filed a definitive joint proxy statement/prospectus
(the “Joint Proxy Statement/Prospectus”) with the SEC on December 31, 2025 and commenced mailing to their respective
stockholders on or about December 31, 2025. Each of Axcelis and Veeco may also file with or furnish to the SEC other relevant documents
regarding the proposed Merger. This document is not a substitute for the Joint Proxy Statement/Prospectus or any other document that Axcelis
or Veeco has filed or may file with or furnish to the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED
MATTERS. Investors and security holders are able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents containing
important information about Axcelis, Veeco and the proposed Merger through the website maintained by the SEC at www.sec.gov. Copies of
the documents filed with or furnished to the SEC by Axcelis will be available free of charge on Axcelis’ website at investor.axcelis.com
or by contacting Axcelis’ Investor Relations department by email at Investor-Relations@axcelis.com. Copies of the documents filed
with or furnished to the SEC by Veeco will be available free of charge on Veeco’s website at ir.veeco.com or by contacting Veeco’s
Investor Relations department by email at Investorrelations@veeco.com.
No Offer or Solicitation
This document is not intended to and shall not constitute an offer
to purchase or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements included in this document, and any related oral
statements, that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Statements in this document other than historical facts, such as statements pertaining
to: (i) future industry demand for semiconductors and wafer fabrication equipment; (ii) future development of regulatory landscape;
(iii) Axcelis’ or Veeco’s market position for the future; (iv) forecasts of financial measures for future periods;
(v) long-term financial targets and underlying assumptions; (vi) the future investment plan for research and development, technology
and infrastructure; (vii) future shareholder returns; and (viii) potential synergies or other benefits of a potential transaction
between Axcelis and Veeco, are forward-looking statements.
Any statements that involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases
such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not
anticipate,” “plans,” “budget,” “scheduled,” “forecasts,” “estimates,”
“believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results
“may” or “could,” “would,” “might” or “will” be taken to occur or be achieved)
are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
These forward-looking statements are based on current information and
assumptions and involve a number of risks and uncertainties, including relating to obtaining applicable regulatory and stockholder approvals,
satisfying other closing conditions to the proposed Merger, the expected tax treatment of the proposed Merger, the expected timing of
the proposed Merger and the integration of the businesses and the expected benefits, cost savings, accretion, synergies and growth to
result therefrom. These risks include, among other things: failure to obtain applicable regulatory or stockholder approvals in a timely
manner or otherwise; failure to satisfy other closing conditions to the proposed Merger or to complete the proposed Merger on anticipated
terms and timing; negative effects of the announcement of the proposed Merger; risks that the businesses will not be integrated successfully
or that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth, or that such benefits
may take longer to realize or may be more costly to achieve than expected; the risk that disruptions from the proposed Merger will harm
business plans and operations; risks relating to unanticipated costs of integration; significant transaction and/or integration costs,
or difficulties in connection with the proposed Merger and/or unknown or inestimable liabilities; restrictions during the pendency of
the proposed Merger that may impact the ability to pursue certain business opportunities or strategic transactions; potential litigation
associated with the proposed Merger; the potential impact of the announcement or consummation of the proposed Merger on Axcelis’,
Veeco’s or the combined company’s relationships with suppliers, customers, employees and regulators; and demand for the combined
company’s products. Actual results may differ materially from those projected in such statements due to various factors, including
but not limited to: economic, political and social conditions in the countries in which Axcelis and Veeco, their respective customers
and suppliers operate; disruption to Axcelis’ and Veeco’s respective manufacturing facilities or other operations, or the
operations of Axcelis’ and Veeco’s respective customers and suppliers, due to natural catastrophic events, health epidemics
or terrorism; ongoing changes in the technology industry, and the semiconductor industry in particular, including future growth rates,
pricing trends in end-markets, or changes in customer capital spending patterns; Axcelis’, Veeco’s and the combined company’s
ability to timely develop new technologies and products that successfully anticipate or address changes in the semiconductor industry;
Axcelis’, Veeco’s and the combined company’s ability to maintain their respective technology advantage and protect their
respective proprietary rights; Axcelis’, Veeco’s and the combined company’s ability to compete with new products introduced
by their respective competitors; Axcelis’, Veeco’s and the combined company’s ability or the ability of their respective
customers to obtain U.S. export control licenses for the sale of certain products or provision of certain services to customers in China.
For other factors that may cause actual results to differ materially
from those projected and anticipated in forward-looking statements in this Current Report on Form 8-K, please refer to Axcelis’
most recent Annual Report on Form 10-K and Veeco’s most recent Annual Report on Form 10-K, and other subsequent filings
with the SEC made by Axcelis and/or Veeco. Unless required by law, we assume no obligation to, and do not currently intend to, update
these forward-looking statements.
Veeco Contacts
Investor Relations:
Alex Delacroix
Director, Investor Relations
Telephone: (516) 528 1020
Email: adelacroix@veeco.com
Media:
Brenden Wright
Vice President, Communications & HR Operations
Telephone: (410) 984-2610
Email: bwright@veeco.com
Jim Golden / Ed Hammond / Jack Kelleher
Collected Strategies | Veeco-CS@collectedstrategies.com
