UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 22, 2018

 

Nanometrics Incorporated

(Exact name of registrant as specified in its charter)

Delaware

000-13470

94-2276314

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

1550 Buckeye Drive, Milpitas, California 95035

(Address of principal executive offices and zip code)

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

______________________________

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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

On May 22, 2018, Nanometrics Incorporated held its 2018 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:

1.

The stockholders elected J. Thomas Bentley, Edward J. Brown Jr., Robert Deuster, Bruce C. Rhine, Christopher A. Seams, Timothy J. Stultz, Ph.D. and Christine A. Tsingos as directors of Nanometrics, 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

Withheld

Broker Non-Votes

J. Thomas Bentley

19,262,330

66,755

2,318,093

Edward J. Brown, Jr.

18,997,765

331,320

2,318,093

Robert Deuster

19,286,832

42,253

2,318,093

Pierre-Yves Lesaicherre, Ph.D.

19,274,484

54,601

2,318,093

Bruce C. Rhine

18,967,996

361,089

2,318,093

Christopher A. Seams

19,017,519

311,566

2,318,093

Timothy J. Stultz, Ph.D.

19,047,148

281,937

2,318,093

Christine A. Tsingos

19,288,577

40,508

2,318,093

 

2.

The stockholders approved, on an advisory (non-binding) basis, the compensation paid to Nanometrics’ executive officers in 2017, as disclosed in Nanometrics’ proxy statement for the Annual Meeting, by the following vote:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

18,617,578

 

701,731

 

9,776

 

2,318,093

 

3.

The stockholders ratified PricewaterhouseCoopers, LLP as Nanometrics’ independent registered public accounting firm for the fiscal year ending December 29, 2018, by the following vote:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

21,523,559

 

114,179

 

9,440

 

0

 

 



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.

Nanometrics Incorporated

 

Dated: May 22, 2018

By:

/s/    Janet Taylor

 

 

Janet Taylor

General Counsel