Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Timothy J. Stultz, Ph.D. and John R. Whitten did not stand for re-election to the Onto Innovation Inc. (the "Company") Board of Directors at the Company's Annual Meeting of Stockholders on May 12, 2020 (the "2020 Annual Meeting") as a result of the Board's determination to reduce the number of members of the Board from 12 directors to 10 directors. At the time of their departure, Dr. Stultz and Mr. Whitten did not have any disagreement with the Company on any matters relating to the Company's operations, policies or practices. The Company thanks Dr. Stultz and Mr. Whitten for their years of outstanding and dedicated service as directors.

(e) As described in Item 5.07 below, on May 12, 2020, at the 2020 Annual Meeting, the Company's stockholders approved the Onto Innovation Inc. 2020 Stock Plan (the "2020 Plan").

The 2020 Plan is administered by the Compensation Committee of the Board of Directors (the "Compensation Committee"). The 2020 Plan allows for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to any employee, non-employee director or other individual providing advisory or consulting services to the Company or any of its subsidiaries, as designated by the Compensation Committee from time to time. The 2020 Plan allows for the issuance of up to 3,500,000 shares of common stock of the Company, par value $.001 per share. The granting of awards under the 2020 Plan is discretionary, and we cannot now determine the number or type of awards to be granted in the future to any particular person or group.

The foregoing description of the 2020 Plan is qualified in its entirety by reference to the actual terms of the 2020 Plan, which is filed as an exhibit hereto and is incorporated herein by reference.

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

The Company held its 2020 Annual Meeting on May 12, 2020 at its principal executive offices located in Wilmington, Massachusetts. At the 2020 Annual Meeting, the Company's stockholders voted on the following five proposals and cast their votes as follows:

Proposal 1: The stockholders elected Jeffrey A. Aukerman, Leo Berlinghieri, Edward J. Brown Jr., Vita A. Cassese, Robert G. Deuster, David B. Miller, Michael P. Plisinski, Bruce C. Rhine, Christopher A. Seams, and Christine A. Tsingos as directors of Onto Innovation Inc., 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:





      Nominee              For            Against       Abstain       Broker Non-Votes
Jeffrey A. Aukerman      42,097,663         469,952        7,618              3,909,109
Leo Berlinghieri         41,306,949       1,260,550        7,734              3,909,109
Edward J. Brown Jr.      42,093,376         475,245        6,612              3,909,109
Vita A. Cassese          42,106,953         461,149        7,131              3,909,109
Robert G. Deuster        42,302,495         265,933        6,805              3,909,109
David B. Miller          41,947,972         620,494        6,767              3,909,109
Michael P. Plisinski     42,304,902         253,377       16,954              3,909,109
Bruce C. Rhine           41,246,102       1,322,202        6,929              3,909,109
Christopher A. Seams     41,965,882         602,481        6,870              3,909,109
Christine A. Tsingos     42,090,661         478,482        6,090              3,909,109

Proposal 2: The stockholders approved, on an advisory (non-binding) basis, the compensation paid to Onto Innovation Inc.'s, executive officers in 2019, as disclosed in Onto Innovation Inc's proxy statement for the 2020 Annual Meeting, by the following vote:





    For            Against       Abstain       Broker Non-Votes
  41,208,657       1,272,176       94,400              3,909,109




Proposal 3: The stockholders approved, the Onto Innovation Inc. 2020 Stock Plan,
by the following vote:



    For            Against       Abstain       Broker Non-Votes
  40,681,765       1,826,209       67,259              3,909,109

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Proposal 4: The stockholders approved, the Onto Innovation Inc. 2020 Employee Stock Purchase Plan, by the following vote:





    For          Against      Abstain       Broker Non-Votes
  42,479,374       37,001       58,858              3,909,109

Proposal 5: The stockholders ratified Ernst & Young LLP as Onto Innovation Inc.'s independent registered public accounting firm for the fiscal year ending December 26, 2020, by the following vote:





    For           Against      Abstain      Broker Non-Votes
  45,894,919       578,211       11,212                 -

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.   Description of Exhibit

                Onto Innovation Inc. 2020 Stock Plan and forms of restricted
              stock units purchase agreements, performance stock unit purchase
  10.1        agreements and stock option agreements
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)

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