AXCELIS TECHNOLOGIES INC 8-K

What Happened
Axcelis Technologies, Inc. announced that at a February 6, 2026 special meeting of stockholders they approved the issuance of Axcelis common stock pursuant to the September 30, 2025 Agreement and Plan of Merger to combine with Veeco Instruments, Inc. The vote clears a key corporate approval required under the merger agreement (Victory Merger Sub, a wholly owned Axcelis subsidiary, will merge into Veeco, with Veeco becoming an Axcelis subsidiary). The company also issued a press release on February 6, 2026 reporting the results.

Key Details

• Record date for the special meeting: December 26, 2025; outstanding shares entitled to vote: 30,699,201.
• Shares present or represented: 25,228,112 (≈82.18% of outstanding).
• Share Issuance Proposal result: For 24,128,309 (95.84%); Against 1,048,205 (4.16%); Abstain 51,598 — the proposal was approved.
• Adjournment Proposal result: For 23,376,908 (92.86%); Against 1,796,454 (7.14%); Abstain 54,750 — approved but not needed.
• Regulatory/proxy filings: Form S-4 filed Dec 8, 2025 (declared effective Dec 31, 2025); joint proxy/prospectus mailed Dec 31, 2025. Press release attached as Exhibit 99.1.

Why It Matters
Stockholder approval of the share issuance is a material milestone that enables Axcelis to proceed with the equity component of the agreed merger with Veeco, subject to remaining closing conditions and regulatory approvals. Investors should note the vote was decisive, but the transaction still depends on other conditions (regulatory approvals, closing conditions) described in the S-4 and joint proxy/prospectus — documents investors are urged to read for details on timing, expected effects and risks.