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

On April 27, 2023, at the 2023 Annual Meeting of Stockholders of Advanced Energy Industries, Inc. ("Advanced Energy" or the "Company"), the Company's stockholders approved the Advanced Energy Industries, Inc. 2023 Omnibus Incentive Plan (the "2023 Plan"), which had previously been approved by the Company's Board of Directors, subject to stockholder approval. Additional information regarding the results of the 2023 Annual Meeting of Stockholders is set forth below under Item 5.07 of this Current Report on Form 8-K.

The Company previously maintained the Advanced Energy Industries, Inc. 2017 Omnibus Incentive Plan (the "2017 Plan"). Effective upon stockholder approval of the 2023 Plan at the 2023 Annual Meeting of Stockholders, the 2017 Plan terminated and no new awards will be granted under the 2017 Plan. All awards that were granted under the 2017 Plan that were outstanding as of the date of the 2023 Annual Meeting of Stockholders will remain outstanding and will continue to be governed by the 2017 Plan.

The 2023 Plan is described in detail in the Company's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed with the Securities and Exchange Commission on March 13, 2023, under the caption "Proposal No. 5 - Approval of Advanced Energy's 2023 Omnibus Incentive Plan," which description is incorporated herein by reference. A copy of the 2023 Plan is also filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the 2023 Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its 2023 Annual Meeting of Stockholders on Thursday, April 27, 2023, to vote on five proposals. The following matters as set forth in the Proxy Statement were voted upon with the results indicated below.

1.Election of ten (10) Directors.

The following ten nominees were elected to serve as directors of the Company, with the following votes tabulated:



                      For     Withhold  Broker Non-Vote

Grant H. Beard 34,652,845 76,719 1,210,040 Frederick A. Ball 30,856,595 3,872,970 1,210,039 Anne T. DelSanto 34,551,179 178,385 1,210,040 Tina M. Donikowski 34,562,530 167,034 1,210,040 Ronald C. Foster 34,660,871 68,694 1,210,039 Stephen D. Kelley 34,660,837 68,728 1,210,039 Lanesha T. Minnix 34,569,255 160,309 1,210,040 David W. Reed 34,634,998 94,567 1,210,039 John A. Roush 34,550,291 179,274 1,210,039 Brian M. Shirley 34,707,919 21,646 1,210,039

Each director has been elected to serve until the 2024 Annual Meeting of Stockholders, or until his or her successor has been elected and qualified or until such director's earlier resignation or removal.

2. Ratification of the appointment of Ernst & Young LLP as Advanced Energy's

independent registered public accounting firm for 2023.

The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2023 was ratified, with the following votes tabulated:



   For     Against Abstain Broker Non-Vote
35,893,225 37,531   8,848         -

3. Advisory approval on the compensation of our named executive officers.

The advisory approval of the compensation of the Company's named executive officers as disclosed in the Proxy Statement was approved, with the following votes tabulated:



   For     Against Abstain Broker Non-Vote
33,874,747 780,930 73,885     1,210,042

4. Advisory vote on the frequency of future advisory votes on executive

compensation.

In the advisory vote on the frequency of future advisory votes on executive compensation as disclosed in the Proxy Statement, the frequency of "1 year" was approved, with the following votes tabulated:

1 Year 2 Years 3 Years Abstain Broker Non-Vote 33,642,119 3,208 1,071,661 12,575 1,210,041

Based on the voting results set forth above, the Company's Board of Directors has determined that an advisory vote by the stockholders regarding named executive officer compensation as set forth in the proxy statement for the Company's annual meetings of stockholders will be conducted on an annual basis.

5. Approval of Advanced Energy's 2023 Omnibus Incentive Plan.

The 2023 Plan was approved, with the following votes tabulated:



   For      Against  Abstain Broker Non-Vote
30,350,199 4,365,685 13,675     1,210,045

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit
Number          Description

10.1              Advanced Energy Industries, Inc. 2023 Omnibus Incentive Plan,
                effective April 27, 2023.
104             The cover page from Advanced Energy Industries, Inc. Current
                Report on Form 8-K, formatted in Inline XBRL.

© Edgar Online, source Glimpses