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

Reduction in Size of Board, Audit Committee and Governance Committee

On May 11, 2023, Veeco held its 2023 Annual Meeting ("2023 Annual Meeting"). Peter J. Simone did not stand for election at the 2023 Annual Meeting and, upon the conclusion of the meeting, he resigned from the Board in accordance with the retirement age provisions in Veeco's Corporate Governance Guidelines. Effective upon Mr. Simone's resignation, the Board voted to:

· decrease the size of the Board from ten to nine directors,

· reduce the size of the Audit Committee from five to four directors, and

· reduce the size of the Governance Committee from five to four directors.

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

The matters voted on at the 2023 Annual Meeting are described in detail in the Company's proxy statement for the meeting, which was filed with the SEC on March 23, 2023.

As of the record date for the meeting, there were 51,576,344 shares of common stock outstanding, each of which was entitled to one vote with respect to each of the matters voted on at the meeting. Each of the directors up for election was elected and each of the other matters was approved by the required number of votes on each such matter. The terms of each of the following directors continued after the meeting: Richard A. D'Amore, Keith D. Jackson, Mary Jane Raymond, Sujeet Chand, Ph.D., William J. Miller, Ph.D., and Thomas St. Dennis.

The final voting results were:





                                                         Broker
  Matter                            For      Withheld  Non-votes
  1.   Election of Directors
  (a)  Kathleen A. Bayless       40,832,468    965,629  3,313,619
  (b)  Gordon Hunter             36,807,734  4,990,363  3,313,619
  (c)  Lena Nicolaides, Ph.D.    41,245,138    552,959  3,313,619
                                                                   Broker
  Matter                            For      Against   Abstained  Non-votes
  2.   Approval of the advisory  40,443,500  1,342,203     12,394 3,313,619
  vote on executive compensation
                                                                             Broker
  Matter                           1 year    2 years    3 years    Abstain  Non-votes
  3.   Approval of the advisory
  vote on the frequency of       40,586,926     25,132  1,155,138    30,901 3,313,619
  holding an advisory vote on
  executive compensation
                                                                   Broker
  Matter                            For      Against   Abstained  Non-votes
  4.   Ratification of the       44,861,720    238,972     11,024         0
  appointment of KPMG LLP




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