8-K - ONTO - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 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, 2024

Onto Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39110	94-2276314
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
16 Jonspin Road
Wilmington, Massachusetts		01887
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (978) 253-6200
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(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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	ONTO	New York Stock Exchange

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.

The Company held its 2024 Annual Meeting on May 22, 2024, at its office located in Milpitas, California. At the 2024 Annual Meeting, the Company’s stockholders voted on the following three proposals and cast their votes as follows:

Proposal 1: The stockholders elected Leo Berlinghieri, Stephen D. Kelley, Susan D. Lynch, David B. Miller, Michael P. Plisinski, Christopher A. Seams, May Su, and Christine A. Tsingos as directors of the Company, each to serve until the next annual meeting. The voting for each director was as follows:

Nominee
Leo Berlinghieri	42,108,624	2,128,132	24,695	2,002,722
Stephen D. Kelley	43,362,301	874,556	24,594	2,002,722
Susan D. Lynch	44,080,930	155,564	24,957	2,002,722
David B. Miller	42,983,018	1,253,458	24,975	2,002,722
Micheal P. Plisinski	43,940,075	298,104	23,272	2,002,722
Christopher A. Seams	42,998,214	1,238,070	25,167	2,002,722
May Su	42,907,491	1,329,551	24,409	2,002,722
Christine A. Tsingos	42,195,370	2,041,944	24,137	2,002,722

Proposal 2: The stockholders approved, on an advisory (non-binding) basis, the compensation for the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual Meeting, by the following vote:

For		Against		Abstain		Broker Non-Votes
	42,746,549		1,403,028		111,874		2,002,722

Proposal 3: The stockholders ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024, by the following vote:

For		Against		Abstain		Broker Non-Votes
	45,941,568		289,396		33,209		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
104	Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

SIGNATURES

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.

			Onto Innovation Inc.
Date:	May 22, 2024	By:	/s/ Yoon Ah Oh
			Yoon Ah Oh<br>Vice President, General Counsel & Corporate Secretary