UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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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 22, 2019
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Nanometrics Incorporated
(Exact name of registrant as specified in its charter)
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Delaware |
000-13470 |
94-2276314 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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1550 Buckeye Drive Milpitas, California |
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95035 |
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(Address of Principal Executive Office) |
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(Zip Code) |
Registrant’s telephone number, including area code: (408) 545-6000
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:
☐ 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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.001 par value per share |
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NANO |
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The Nasdaq Stock Market LLC (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 22, 2019, Nanometrics Incorporated held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The results of voting for each matter submitted to a vote of the stockholders at the Annual Meeting are as follows:
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1. |
The stockholders elected Edward J. Brown Jr., Robert Deuster, Pierre-Yves Lesaicherre, Ph.D., Bruce C. Rhine, Christopher A. Seams, Timothy J. Stultz, Ph.D., and Christine A. Tsingos as directors of Nanometrics, each to serve until the next annual meeting and until his or her respective successor has been duly elected and qualified. The voting for each director was as follows: |
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Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Edward J. Brown, Jr. |
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19,967,282 |
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452,569 |
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2,298,937 |
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Robert Deuster |
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20,132,422 |
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287,429 |
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2,298,937 |
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Pierre-Yves Lesaicherre, Ph.D. |
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20,308,012 |
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111,839 |
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2,298,937 |
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Bruce C. Rhine |
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19,811,281 |
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608,570 |
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2,298,937 |
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Christopher A. Seams |
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19,962,555 |
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457,296 |
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2,298,937 |
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Timothy J. Stultz, Ph.D. |
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20,324,441 |
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95,410 |
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2,298,937 |
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Christine A. Tsingos |
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20,336,954 |
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82,897 |
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2,298,937 |
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2. |
The stockholders approved, on an advisory (non-binding) basis, the compensation paid to Nanometrics’ executive officers in 2018, as disclosed in Nanometrics’ proxy statement for the Annual Meeting, by the following vote: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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20,029,046 |
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375,922 |
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14,883 |
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2,298,937 |
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3. |
The stockholders ratified PricewaterhouseCoopers, LLP as Nanometrics’ independent registered public accounting firm for the fiscal year ending December 28, 2019, by the following vote: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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22,532,759 |
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175,105 |
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10,924 |
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— |
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.
Nanometrics Incorporated
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Dated: |
May 22, 2019 |
By: |
/s/ Janet Taylor |
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Janet Taylor |
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General Counsel |