Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
(e) As described in Item 5.07 below, on
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
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
Proposal 1: The stockholders elected
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
For Against Abstain Broker Non-Votes 41,208,657 1,272,176 94,400 3,909,109 Proposal 3: The stockholders approved, theOnto 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
For Against Abstain Broker Non-Votes 42,479,374 37,001 58,858 3,909,109
Proposal 5: The stockholders ratified
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 ExhibitOnto 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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