8-K

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

ONTO Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

Election of Director

Effective January 24, 2023, the Board of Directors (“the Board”) of Onto Innovation Inc. (the “Company”) appointed Stephen D. Kelley to the Board for a term continuing until the 2023 Annual Meeting of Stockholders, when all directors will be subject to election by stockholders. With this appointment the Board increased the size of the Board from the current seven members to eight members. The Company issued a news release regarding Mr. Kelley’s appointment to the Board, which is filed as Exhibit 99.1.

Mr. Kelley currently serves as President & Chief Executive Officer of Advanced Energy Industries, Inc., and as a member of its Board of Directors. He has held those positions since March 2021. Previously, Mr. Kelley served as President & CEO and a board member of Amkor Technology, Inc., a publicly traded, leading semiconductor package and test company, from May 2013 to June 2020. Prior to joining Amkor, Mr. Kelley served as Senior Advisor to Advanced Technology Investment Company, the Abu Dhabi-sponsored investment company that owned GlobalFoundries Inc. at the time, from June through November 2012. Mr. Kelley served as Executive Vice President and Chief Operating Officer of Cree, Inc. from 2008 to 2011. Prior to joining Cree, Mr. Kelley held executive leadership roles at Texas Instruments Inc. and Philips Semiconductors. Mr. Kelley holds an SB ChE from the Massachusetts Institute of Technology and a JD from Santa Clara University.

Mr. Kelley has been appointed to the Audit Committee of the Board. As compensation for his services on the Board, Mr. Kelley will receive compensation consistent with the Company’s current compensatory arrangement for non-employee directors, as described under the heading “Compensation of Directors” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 31, 2022. Mr. Kelley will also enter into a director Indemnification Agreement in the form filed as Exhibit 10.1 to the Form 8-K filed on September 13, 2021.

There are no arrangements or understandings pursuant to which Mr. Kelley was selected as a director of the Company. Mr. Kelley does not have any relationship or related transactions with the Company that would require disclosure pursuant to Item 404(a) of Securities and Exchange Commission Regulation S-K.

The Board has determined that Mr. Kelley qualifies as an “independent director,” as that term is defined in Item 407(a) of Regulation S-K, and also determined, after a review of his qualifications, that Mr. Kelley meets the additional New York Stock Exchange independence requirements for serving on the Audit Committee.

EXHIBIT INDEX

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.

EX-99.1

EXHIBIT 99.1

Onto Innovation Welcomes Stephen D. Kelley

to its Board of Directors

Wilmington, Mass., January 24, 2023 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation”, “Onto”, or the “Company”) today announced Stephen D. Kelley has joined its board of directors.

With over 30 years of leadership experience within the semiconductor industry, Steve Kelley brings to Onto Innovation’s board of directors a strong background in executive management and first-hand knowledge of Onto’s customer base across the entire value chain. He currently serves as president and chief executive officer of Advanced Energy Industries, Inc., which designs and manufactures highly engineered power delivery systems for semiconductor wafer fab equipment and other mission-critical applications. Prior to that, he was president and chief executive officer of Amkor Technology, a leading outsourced semiconductor assembly and test (OSAT) company from 2013 to 2020, which gives him significant knowledge of advanced packaging processes. He has also held executive leadership roles at leading semiconductor manufacturers: Texas Instruments; Philips Semiconductors; and Cree.

“Steve will bring significant executive leadership experience to the Onto Innovation board of directors. He has a long and impressive history of business experience at many of the customers served by Onto. We expect his broad technology experience and intimate knowledge of our global customer base will bring great insights to our board,” said Christopher Seams, chairman of Onto Innovation’s board of directors.

“Onto Innovation delivers process control solutions across the entire semiconductor value chain, including bare wafer manufacturing, advanced nodes in memory and logic, specialty devices, and advanced packaging. Steve led several organizations across this value chain from front-end to packaging and his insights will be valuable in setting strategy for Onto Innovation as we become a more valued partner to our customers,” said Mike Plisinski, chief executive officer of Onto Innovation.

Mr. Kelley concluded, “Onto Innovation has become an important global partner for many of the leading semiconductor companies. I respect their focus on collaborative partnerships and their ability to deliver innovations that help improve yields and reduce cost. I am looking forward to bringing my expertise to this talented team.”

About Onto Innovation Inc.

Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that include: Un-patterned wafer quality; 3D metrology spanning chip features from nanometer scale transistors to large die interconnects; macro defect inspection of wafers and packages; metal interconnect composition; factory analytics; and lithography for advanced semiconductor packaging. Our breadth of offerings across the entire semiconductor value chain combined with our connected thinking approach results in a unique perspective to help solve our customers’ most difficult yield, device performance, quality,

and reliability issues. Onto Innovation strives to optimize customers’ critical path of progress by making them smarter, faster and more efficient. With headquarters and manufacturing in the U.S., Onto Innovation supports customers with a worldwide sales and service organization. Additional information can be found at www.ontoinnovation.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) which include statements relating to Onto Innovation’s business momentum and future growth; the benefit to customers and the capabilities of Onto Innovation’s products and customer service; Onto Innovation’s ability to both deliver products and services consistent with our customers’ demands and expectations and strengthen its market position, Onto Innovation’s beliefs about market opportunities as well as other matters that are not purely historical data. Onto Innovation wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond Onto Innovation’s control. Such factors include, but are not limited to, length, severity and potential business impact of the COVID-19 pandemic, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending and any potential impact as a result of the novel coronavirus situation; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; its ability to adequately protect its intellectual property rights and maintain data security; its ability to effectively maneuver global trade issues and changes in trade and export license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; and the Company’s ability to successfully integrate acquired businesses and technologies. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K report for the year ended January 1, 2022 and other filings with the Securities and Exchange Commission. As the forward-looking statements are based on Onto Innovation’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance or achievements. Onto Innovation does not assume any obligation to update the forward-looking information contained in this press release.

Source: Onto Innovation Inc.

ONTO-I

Contacts:

Investor Relations:

Michael Sheaffer, +1 978.253.6273

mike.sheaffer@ontoInnovation.com