Onto Innovation : Management Change/Compensation (Form 8-K)

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

(b) Jeffrey A. Aukerman and Vita A. Cassese 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 11, 2021 (the '2021 Annual Meeting') as a result of the Board's determination to reduce the number of members of the Board from 9 directors to 7 directors. At the time of their departure, Mr. Aukerman and Ms. Cassese did not have any disagreement with the Company on any matters relating to the Company's operations, policies or practices. The Company thanks Mr. Aukerman and Ms. Cassese for their years of outstanding and dedicated service as directors.

Submission of Maters to a Vote of Security Holders.

The Company held its 2021 Annual Meeting on May 11, 2021 at its principal executive offices located in Wilmington, Massachusetts. At the 2021 Annual Meeting, the Company's stockholders voted on the following three proposals and cast their votes as follows:

Proposal 1:The stockholders elected Leo Berlinghieri, Edward J. Brown Jr., 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
Leo Berlinghieri			37,062,161				4,791,187				31,719				2,737,508
Edward J. Brown Jr.			41,363,872				489,870				31,325				2,737,508
David B. Miller			38,793,347				3,060,695				31,025				2,737,508
Michael P. Plisinski			40,978,717				885,246				21,104				2,737,508
Bruce C. Rhine			38,441,987				3,421,975				21,105				2,737,508
Christopher A. Seams			38,877,503				2,982,813				24,751				2,737,508
Christine A. Tsingos			41,497,139				368,353				19,575				2,737,508

Proposal 2:The stockholders approved, on an advisory (non-binding) basis, the compensation paid to Onto Innovation Inc.'s, executive officers in 2020, as disclosed in Onto Innovation Inc's proxy statement for the 2021 Annual Meeting, by the following vote:

For			Against			Abstain			Broker Non-Votes
	41,197,035				601,997				86,035				2,737,508

Proposal 3:The stockholders ratified Ernst & Young LLP as Onto Innovation Inc.'s independent registered public accounting firm for the fiscal year ending January 1, 2022, by the following vote:

For			Against			Abstain			Broker Non-Votes
	44,264,276				352,996				5,303				-

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)