UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 23, 2017

Date of Report (date of earliest event reported)

Nanometrics Incorporated

(Exact name of Registrant as specified in charter)

1550 Buckeye Drive, Milpitas, California 95035

(Address of principal executive offices)

Registrant's telephone number, including area code: (408) 545-6000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

CEO Retirement Plans

On May 23, 2017, Dr. Timothy J. Stultz, the President and Chief Executive Officer of Nanometrics Incorporated, notified the company of his plans to retire.  Dr. Stultz will continue as Chief Executive Officer until his successor is named, assist with a seamless transition, and continue to serve as a director of the company.

2017 Executive Performance Bonus Plan

On May 23, 2017, the stockholders of Nanometrics Incorporated approved the Nanometrics Incorporated 2017 Executive Performance Bonus Plan (the “2017 Plan”).  All Nanometrics executive officers are eligible to participate in the 2017 Plan. Awards under the 2017 Plan will be payable upon the achievement during each performance period designated by the Compensation Committee of performance goals established by the Compensation Committee. The 2017 Plan will apply to incentives awarded to the company’s covered executives for fiscal 2018 and future years.

The Nanometrics Compensation Committee established the 2017 Plan to motivate the company’s senior executives to achieve corporate objectives by providing a competitive bonus for achieving performance goals established by the Compensation Committee, and to enable Nanometrics to avail itself of the benefits of stockholder-approved plans under Section 162(m) of the Internal Revenue Code.  Under Section 162(m), the annual compensation paid to Nanometrics’ Chief Executive Officer and to each of Nanometrics’ other three most highly compensated executive officers, other than the chief financial officer, will not be deductible to the extent it exceeds $1,000,000 unless the conditions of Section 162(m) are met. These conditions include stockholder approval of the material terms of the 2017 Plan, including the performance criteria that the Compensation Committee may use to establish performance goals applicable to bonus awards under the 2017 Plan.

The Compensation Committee has the sole authority to designate participants in the 2017 Plan from among Nanometrics’ executive officers and to determine the performance goals, award amounts and other terms and conditions of awards under the 2017 Plan. At the beginning of each performance period, the Compensation Committee will establish the performance goals for each award and the target amount of the award that executives will earn based on performance compared to the goals. After the end of the performance period, the Compensation Committee will certify the extent to which the performance goals are achieved and determine the amount of the award that is payable; provided that the Compensation Committee will have the discretion to determine that the actual amount paid with respect to an award will be less than (but not greater than) the payout calculated for awards made under the 2017 Plan.

A more complete summary of the terms of the 2017 Plan is set forth in Nanometrics’ definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2017 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2017 Plan, which is filed as Appendix A to the Proxy Statement.

2005 Equity Incentive Plan, as Amended and Restated

On May 23, 2017, the stockholders of Nanometrics Incorporated approved the 2005 Equity Incentive Plan, as amended and restated (the “2005 Plan”). The 2005 Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares (each individually, an “Award”) to Nanometrics employees, consultants and directors. The 2005 Plan provides incentives to employees, consultants and directors of Nanometrics to promote the success of the company’s business and to permit the payment of compensation that qualifies as performance-based compensation under Section 162(m) of the Internal Revenue Code.

The approval by the stockholders on May 23, 2017, approved the following material changes to the 2005 Plan as previously in effect:

A more complete summary of the terms of the 2005 Plan is set forth in the Proxy Statement. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2005 Plan, which is filed as Appendix B to the Proxy Statement.

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

On May 23, 2017, Nanometrics Incorporated (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). The final results of voting for each matter submitted to a vote of the stockholders at the Annual Meeting are as follows:

Following the Annual Meeting, the Company’s Board of Directors determined that, in light of the vote by the stockholders of one year as the preferred frequency of advisory votes on executive compensation, it is the policy of the Company that the Company include a stockholder vote on the compensation of executives in its proxy materials annually until the next required vote on the frequency of stockholder votes on the compensation of executives.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.