Item 5.02. Departure of Directors or Certain Officers: Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As described in Item 5.07 of this Current Report on Form 8-K, on March 16, 2023, at its annual meeting of shareholders (the "Annual Meeting"), the shareholders of Photronics, Inc. (the "Company") approved amendments to its 2016 Equity Incentive Compensation Plan (the "Plan") to increase the number of shares of the Company's Common Stock, $0.01 par value per share, available for issuance under the Plan by an additional 1,000,000 shares. The amendment increases the shares available for issuance under the Plan from 4,000,000 to 5,000,000 shares and increases the shares under section 6(c)(i) of the Plan from 2,000,000 shares to 5,000,000 shares.

For a further description of the terms and conditions of the Plan, amended, see "PROPOSAL 3 - TO APPROVE AN AMENDMENT TO THE PHOTRONICS, INC. 2016 EQUITY INCENTIVE COMPENSATION PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN FROM 4,000,000 SHARES TO 5,000,000 SHARES AND INCREASE THE SHARES UNDER SECTION 6(c)(i) FROM 2,000,000 SHARES TO 5,000,000 SHARES." in the Company's Proxy Statement, as filed with the Securities and Exchange Commission on February 21, 2023, as supplemented March 6, 2023, which description is incorporated herein by reference. The Plan as amended is also attached hereto as exhibit 10.1.

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

On March 16, 2023, the Company held its Annual Meeting at its offices at 15 Secor Road, Building 1, Brookfield, CT 06804 and on the Internet via live webcast at www.viewproxy.com/PLAB/2023/VM. At the Annual Meeting, the Company's shareholders voted on five (5) proposals. The proposals are described in detail in the proxy statement relating to the annual meeting.

Proposal 1.



The Company's shareholders elected eight (8) individuals to the Board of
Directors as follows:

           Name            Votes For  Votes Withheld Broker Non-Votes
  Walter M. Fiederowicz    42,331,773   6,504,283       4,265,805
      Dr. Frank Lee        46,353,831   2,482,225       4,265,805
        Adam Lewis         48,368,144    467,912        4,265,805

Daniel Liao 45,392,697 3,443,359 4,265,805 Constantine S. Macricostas 44,748,526 4,087,530 4,265,805


    George Macricostas     43,468,609   5,367,447       4,265,805
      Mary Paladino        46,252,806   2,583,250       4,265,805
    Mitchell G. Tyson      26,347,991   22,488,065      4,265,805



Proposal 2.

The Company's shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2023 as set forth below:



Votes For  Votes Against Abstentions
51,570,638   1,507,479     23,744



Proposal 3.

The Company's shareholders approved an amendment to the 2016 Equity Incentive Compensation Plan to increase the authorized shares of common stock available for issuance under the plan by an additional 1,000,000 shares. The amendment will increase the shares available for issuance under the plan from 4,000,000 to 5,000,000 shares and increase the shares under section 6(c)(i) from 2,000,000 shares to 5,000,000 shares.

Votes For Votes Against Abstentions Broker Non-Votes 46,449,272 2,304,952 81,832 4,265,805

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Proposal 4.

The Company's shareholders approved a non-binding advisory proposal as to the frequency (every one, two or three years) with which the non-binding shareholder vote to approve the compensation of our named executive officers should be conducted. In light of the vote in favor of the frequency of one year, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers every one year, until the next required vote on the frequency of an advisory vote on executive compensation. It is a requirement of the Securities and Exchange Commission to hold such votes on frequency every six years.

1 Year 2 Years 3 years Abstain Broker Non-Votes 43,748,675 27,708 4,851,343 208,330 4,265,805

Proposal 5.

The Company's shareholders approved by non-binding vote a resolution relating to the compensation of the named executive officers of the Company as described in the compensation discussion and analysis and the narrative disclosure as included in the proxy statement relating to the annual meeting.

Votes For Votes Against Abstentions Broker Non-Votes 39,379,449 9,141,280 315,327 4,265,805

Item 9.01. Financial Statements and Exhibits.





(d)      Exhibits

  10.1   Photronics, Inc. 2016 Equity Incentive Compensation Plan As Amended March
         16, 2023

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