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): June 6,
2019
ACM Research,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-38273
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94-3290283
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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42307
Osgood Road, Suite I
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Fremont, California
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94539
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s telephone number, including
area code: (510)
445-3700
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:
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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Class
A Common Stock, par value $0.0001 per share
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ACMR
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Nasdaq
Global Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §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.
We
held our 2019 Annual Meeting of Stockholders on June 6, 2019. The
board of directors solicited proxies pursuant to a proxy statement
that we filed on April 30, 2019 with the Securities and Exchange
Commission under Section 14(a) of the Securities Exchange Act of
1934. There was no solicitation in opposition to the board’s
solicitation.
At
the meeting, holders of Class A and Class B common stock were asked
to consider and vote upon the two proposals set forth below. Each
share of Class A common stock was entitled to one vote with respect
to each matter submitted to a vote at the meeting, and each share
of Class B common stock was entitled to twenty votes with respect
to each matter submitted to a vote at the meeting. Shares of Class
A and Class B common stock representing 37,343,716 votes, or 71.69%
of the total votes attributable to all outstanding shares of Class
A and Class B common stock, were present in person or by proxy at
the meeting.
The
voting results reported below are final.
The
matters considered and voted on by the stockholders at the meeting
and the votes of the stockholders were as follows:
Proposal
1. Stockholders
voted as follows with respect to the election of each of the
nominees for director identified in the proxy
statement.
Nominee
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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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David
H. Wang
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34,433,504
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265,781
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—
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2,644,431
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Haiping
Dun
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34,440,917
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258,368
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—
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2,644,431
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Chenming
C. Hu
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34,342,876
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356,408
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1
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2,644,431
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Tracy
Liu
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34,377,427
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321,858
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—
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2,644,431
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Yinan
Xiang
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34,441,051
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258,233
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1
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2,644,431
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Zhengfan
Yang
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34,355,291
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343,994
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—
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2,644,431
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As
a result of this vote, each of the six nominees was elected as a
director to serve until the 2020 Annual Meeting of Stockholders and
until his or her successor is duly elected and
qualified
Proposal
2. Stockholders
ratified the appointment of BDO China Shu Lun Pan Certified Public
Accountants LLP as our independent auditor for the fiscal year
ending December 31, 2019, by the following vote:
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For
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Against
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Abstain
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Ratification
of Appointment of BDO China Shu Lun Pan Certified Public
Accountants LLP
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37,343,715
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1
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—
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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.
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ACM
RESEARCH, INC.
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By:
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/s/ David
H. Wang
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David
H. Wang
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Chief
Executive Officer and President
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Dated:
June 12, 2019
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