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Veeco (NASDAQ: VECO) investors back directors, pay and plan changes

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Veeco Instruments Inc. reported the results of its 2026 Annual Meeting of stockholders. As of the record date, there were 60,391,991 shares of common stock outstanding, each entitled to one vote. Stockholders elected three directors: Kathleen A. Bayless, Gordon Hunter, and Lena Nicolaides, Ph.D., each receiving over 51 million votes in favor.

Investors also approved an amendment to Veeco’s 2019 Stock Incentive Plan, with 52,097,302 votes for and 657,797 against, and supported the advisory vote on executive compensation, with 52,497,685 votes for and 255,778 against. The appointment of KPMG LLP as Veeco’s independent registered public accounting firm was ratified with 56,517,160 votes in favor. All proposals received the required level of support.

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 outstanding 60,391,991 shares Common stock entitled to vote as of record date for 2026 meeting
Votes for Bayless 52,298,202 votes Election of director Kathleen A. Bayless
Votes for Hunter 51,471,239 votes Election of director Gordon Hunter
Votes for Nicolaides 52,061,628 votes Election of director Lena Nicolaides, Ph.D.
Plan amendment approval 52,097,302 for / 657,797 against Amendment to 2019 Stock Incentive Plan
Say-on-pay approval 52,497,685 for / 255,778 against Advisory vote on executive compensation
Auditor ratification 56,517,160 for Ratification of KPMG LLP as independent registered public accounting firm
broker non-votes regulatory
"Broker Non-votes | ------------------------------------------------------------ 1. Election of Directors"
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 vote on executive compensation regulatory
"3. Approval of the advisory vote on executive compensation | | | 52,497,685"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
2019 Stock Incentive Plan financial
"2. Approval of an amendment to Veeco’s 2019 Stock Incentive Plan | | | 52,097,302"
independent registered public accounting firm regulatory
"4. Ratification of the appointment of KPMG LLP | | | 56,517,160"
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.
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 7, 2026 

 

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its 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.

 

On May 7, 2026, Veeco held its 2026 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, 2026.

 

As of the record date for the meeting, there were 60,391,991 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: Richard A. D’Amore, Keith D. Jackson, Mary Jane Raymond, Sujeet Chand, Ph.D., William J. Miller, Ph.D., and Thomas St. Dennis.

 

The final voting results were:

 

Matter  For   Withheld   Broker
Non-votes		 
1.    Election of Directors            
(a)     Kathleen A. Bayless   52,298,202    481,801    3,857,802 
(b)    Gordon Hunter   51,471,239    1,308,764    3,857,802 
(c)     Lena Nicolaides, Ph.D.   52,061,628    718,375    3,857,802 

 

Matter  For   Against   Abstained   Broker
Non-votes		 
2.    Approval of an amendment to Veeco’s 2019 Stock Incentive Plan   52,097,302    657,797    24,904    3,857,802 

 

Matter  For   Against   Abstained   Broker
Non-votes		 
3.    Approval of the advisory vote on executive compensation   52,497,685    255,778    26,540    3,857,802 

 

Matter  For   Against   Abstained   Broker
Non-votes		 
4.    Ratification of the appointment of KPMG LLP   56,517,160    100,344    20,301    0 

 

 

 

 

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, 2026 VEECO INSTRUMENTS INC.
   
  By: /s/ Kirk Mackey
  Name: Kirk Mackey
  Title: Vice President, General Counsel

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Veeco (VECO) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on director elections, an amendment to the 2019 Stock Incentive Plan, an advisory vote on executive compensation, and ratification of KPMG LLP as auditor. All proposals received sufficient support to be approved.

How many Veeco (VECO) shares were eligible to vote at the 2026 meeting?

There were 60,391,991 shares of Veeco common stock outstanding as of the record date. Each share was entitled to one vote on every proposal presented at the 2026 Annual Meeting of stockholders.

Were Veeco’s 2026 director nominees approved by shareholders?

Yes. Kathleen A. Bayless, Gordon Hunter, and Lena Nicolaides, Ph.D., were each elected as directors. Each nominee received more than 51 million votes in favor, comfortably exceeding the votes withheld for their election.

Did Veeco (VECO) shareholders approve changes to the 2019 Stock Incentive Plan?

Yes. The amendment to Veeco’s 2019 Stock Incentive Plan was approved with 52,097,302 votes for, 657,797 votes against, 24,904 abstentions, and 3,857,802 broker non-votes recorded on the proposal.

How did Veeco shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on executive compensation. The proposal received 52,497,685 votes for, 255,778 votes against, 26,540 abstentions, and 3,857,802 broker non-votes, indicating overall support for the company’s pay practices.

Was KPMG LLP reappointed as Veeco’s independent auditor?

Yes. The ratification of KPMG LLP as Veeco’s independent registered public accounting firm passed with 56,517,160 votes for, 100,344 votes against, and 20,301 abstentions, with no broker non-votes reported on this item.

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