Veeco Instruments Shareholders Approve Axcelis Merger Deal, Exec Pay Plan at Special Meeting

Key Points

• Shareholders approved the merger agreement with Axcelis Technologies, under which Victory Merger Sub will merge into Veeco and Veeco will become a wholly owned subsidiary of Axcelis.
• Stockholders also passed a non-binding advisory vote to approve merger-related compensation for Veeco’s named executive officers and approved an adjournment proposal (which became unnecessary after the merger vote succeeded).
• The vote results reported were preliminary; the inspector’s final report will be filed with the special meeting minutes and the company will disclose the official outcome in a Form 8-K with the SEC.

Veeco Instruments NASDAQ: VECO held a special meeting of stockholders in which shareholders voted on three proposals tied to the company’s previously announced merger agreement with Axcelis Technologies, Inc. The meeting was chaired by Chief Executive Officer Bill Miller, with Kirk Mackey, vice president, general counsel, and secretary, serving as secretary of the meeting.

Meeting formalities and quorum

Miller said the meeting would follow an agenda and rules of conduct posted on the virtual meeting portal and noted that recording the meeting was prohibited. The company received the tabulation of proxies and ballots from Broadridge Financial Solutions, Inc. Gary Wozniak of CT Hagberg, LLC was designated as the inspector of election and was present; Miller stated Wozniak had been duly sworn and that his oath would be filed as part of the meeting minutes.

Miller said the record date for the special meeting was Dec. 26, 2025, and only stockholders of record as of that date (or their authorized proxy holders) were entitled to vote. He added that written notice of the meeting was mailed on or about Dec. 31, 2025 to holders of record, along with a proxy statement and proxy card, and that Broadridge provided an affidavit certifying the mailing.

As of the close of business on the record date, Miller said Veeco had 60,297,087 shares of common stock outstanding, with one vote per share. Based on Broadridge’s proxy tabulation, he said a quorum was present and the meeting proceeded. The polls opened at 10:03 a.m. Eastern Time.

Three proposals presented to shareholders

Mackey reviewed the items of business and reminded stockholders they could vote or change their vote either electronically through the virtual portal or by written ballot if attending in person. He also noted that submitting a ballot would revoke any prior proxy.

He outlined three proposals, and said the board of directors recommended a vote “for” each proposal:

• Merger proposal: Adoption of the Agreement and Plan of Merger dated Sept. 30, 2025, among Veeco Instruments, Axcelis Technologies, Inc., and Victory Merger Sub, Inc., and approval of the transactions contemplated by that agreement, including the merger of Victory Merger Sub, Inc. with and into Veeco, with Veeco surviving as a wholly owned subsidiary of Axcelis. Mackey said approval required the affirmative vote of holders of at least a majority of Veeco’s issued and outstanding shares entitled to vote.
• Merger compensation proposal: A non-binding advisory vote to approve compensation that will be paid or become payable to Veeco’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. Mackey said approval required a majority of the total votes cast on the proposal.
• Adjournment proposal: Approval of an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the merger proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus was timely provided to stockholders. Mackey said approval required a majority of the total votes cast on the proposal.

Voting process and preliminary results

Mackey stated that voting was conducted by proxy, written ballot, and electronic ballot, and reiterated that stockholders who had already voted and did not wish to change their vote did not need to take further action.

The polls remained open through 10:07 a.m. Eastern Time, when Mackey asked for final ballots. The polls closed at 10:08 a.m., and Mackey said all ballots and proxies were placed in the custody of the inspector of election.

Based on a preliminary count, the inspector of election reported that the merger proposal, the merger compensation proposal, and the adjournment proposal were approved. Mackey then noted that because the merger proposal had been approved, the company would not need to act upon the adjournment proposal.

Next steps and SEC filing

Mackey said any votes submitted before the polls closed but not reflected in the preliminary report would be included in the inspector’s final report, which would be filed with the minutes of the special meeting. He also said the voting results would be published in a current report on Form 8-K to be filed with the Securities and Exchange Commission.

With no further business, Miller adjourned the meeting and thanked stockholders for attending and for their interest in the company.

About Veeco Instruments NASDAQ: VECO

Veeco Instruments Inc NASDAQ: VECO is a leading supplier of process equipment for the semiconductor, data storage, wireless communications, power electronics and advanced packaging industries. The company designs, manufactures and services precision tools used to grow, deposit and etch thin films on substrates, enabling the fabrication of chips, light-emitting diodes (LEDs), micro-electromechanical systems (MEMS) and high-density storage devices. Veeco's platforms are deployed across fabrication facilities worldwide, where they support key processes in materials science and device manufacturing.

Veeco's product portfolio spans molecular beam epitaxy (MBE), metal organic chemical vapor deposition (MOCVD), atomic layer deposition (ALD), ion beam etch and deposition, and high-precision wet and dry etch systems.

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