UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-‑K

CURRENT REPORT

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

~~Date~~ of the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported): December 14, 2018 (December 10, 2018)~~ 1934

Date of Report (Date of earliest event reported): January 10, 2019

ELECTRO SCIENTIFIC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

OREGON	0-12853	093-~~12853~~0370304	~~93-0370304~~
(State or other jurisdictionof incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
13900 NW Science Park Drive, Portland, Oregon			97229
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (503) 641-4141

13900 NW Science Park Drive, Portland, Oregon	97229
(Address of principal executive offices)	(Zip Code)

(503) 641-4141

(Registrant’s telephone number, including area code)

No Change

(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)

ý☐ 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 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §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 Securities Holders.

On January 10, 2019, Electro Scientific Industries, Inc. (“ESI”) held a special meeting of shareholders (the “Special Meeting”) at ESI’s principal executive offices in Portland, Oregon, at 11:00 a.m., Pacific Time.

As of the record date, December 5, 2018, there were 34,314,717 shares of common stock of ESI issued, outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 24,725,093 shares, or approximately 72.05% of all outstanding shares of common stock, were present either in person or by proxy. Three matters were voted upon at the Special Meeting, with the Board of Directors of ESI unanimously recommending a vote “FOR” each of the proposals voted upon, as further described in the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2018 (the “Definitive Proxy Statement”) and mailed to ESI’s stockholders on or about December 6, 2018.

Proposal No. 1 (the “Merger Proposal”) was to consider and vote on a proposal to approve the Agreement and Plan of Merger, dated October 29, 2018, among ESI, MKS Instruments, Inc., a Massachusetts corporation (“MKS”), and EAS Equipment, Inc., a Delaware corporation and a wholly-owned subsidiary of MKS (“Merger Sub”), as it may be amended from time to time (the “Merger Agreement”), and the transactions contemplated by the Merger Agreement. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into ESI (the “Merger”) and ESI will become a wholly owned subsidiary of MKS.

Proposal No. 2 (the “Adjournment Proposal”) was to consider and vote on a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there had been insufficient votes to approve the Merger Proposal and the transactions contemplated thereby at the time of the Special Meeting.

Proposal No. 3 (the “Merger Compensation Proposal”) was to consider and vote on the proposal to approve, by non-binding, advisory vote, certain compensation that will or may become payable by ESI to its named executive officers in connection with the Merger.

The Merger Proposal, Adjournment Proposal and the Merger Compensation Proposal were approved and adopted. Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

The table below shows the final voting results from the Special Meeting.


	For	Against	Abstained	Broker Non-Votes
Proposal 1 – The Merger Proposal	24,619,855	48,578	56,660	0
Proposal 2 – The Adjournment Proposal	23,324,393	1,351,603	49,097	0
Proposal 3 – The Merger Compensation Proposal	23,746,347	455,843	522,903	0

It is currently expected that the Merger will close in early February 2019. However, there can be no assurance that the closing of the Merger will occur in early February 2019, or that the remaining closing conditions, including the completion of the debt financing marketing period, will be satisfied in a timely manner, or at all.

Item 8.01

Other Events.

On ~~December~~January 10, ~~2018~~2019, ~~Electro Scientific Industries, Inc., an Oregon corporation (“~~ESI~~”),~~ ~~and~~issued ~~MKS Instruments, Inc.,~~ a ~~Massachusetts~~press ~~corporation~~release ~~(“MKS”),~~announcing ~~received clearance from~~ the ~~State~~results ~~Administration for Market Regulation~~ of the ~~People's~~Special ~~Republic~~Meeting. ofThe ~~China~~press ~~(“SAMR”),~~release inis ~~accordance~~attached ~~with~~hereto ~~Article~~as 25Exhibit ~~of the Anti-Monopoly Law of the People’s Republic of China, of the previously announced Agreement and Plan of Merger dated October 29, 2018, among ESI, MKS, and EAS Equipment, Inc~~99.,1 ~~a Delaware corporation~~ and ais incorporated ~~wholly~~herein ~~owned~~in ~~subsidiary~~its ofentirety ~~MKS~~by ~~(“EAS”), pursuant to which EAS will merge with and into ESI, with ESI surviving as a wholly owned subsidiary of MKS (the “Merger”)~~reference.

OnItem ~~December~~9.01 ~~14,~~Financial ~~2018,~~Statements ~~ESI~~ and ~~MKS also received clearance from the Korea Fair Trade Commission (the “KFTC”) of the Merger~~Exhibits.

In(d) addition to clearance by SAMR and the KFTC, the Merger has received antitrust clearance from Germany's Federal Cartel Office and the United States Department of Justice and Federal Trade Commission. As such, ESI and MKS have now received all antitrust clearances that are required to complete the Merger.Exhibits

Completion of the Merger remains subject to other customary closing conditions, including approval by ESI’s shareholders. Assuming the timely satisfaction of the other closing conditions, ESI anticipates that the Merger will be completed in the first calendar quarter of 2019.

Exhibit Number		Description
99.1		Press Release, dated January 10, 2019

Cautionary Note Regarding Forward-Looking Statements

This communication, and any documents to which ESI refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent ESI’s current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction ~~and other information relating to the proposed transaction~~. Without limiting the foregoing, the words “~~believes,” “anticipates,” “plans,” “~~expects,” “~~intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “target,” “seek,” “~~may,” “will,” ~~“could,” “should,” “would,” “assuming,”~~ and similar expressions are intended to identify forward-looking statements. You should read any such forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions that may cause actual results to differ significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect ESI’s business and the price of the common stock of ESI, (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, ~~including~~(iii) the ~~approval~~occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, by(iv) the ~~shareholders~~effect of the announcement or pendency of the proposed transaction on ESI’s business relationships, operating results and business generally, (~~iii~~v) risks that the ~~occurrence~~proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of ~~any~~the ~~event~~proposed transaction, ~~change~~(vi) orrisks ~~other~~related ~~circumstance~~to ~~that~~diverting ~~could~~management’s ~~give~~attention ~~rise~~from toESI’s ongoing business operations, (vii) the ~~termination~~outcome of any legal proceedings that may be instituted against us related to the merger agreement or the proposed transaction, (viii) unexpected costs, charges or expenses resulting from the proposed transaction, and (ivix) other risks described in ESI’s filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, ESI does not assume any obligation to update any such forward-looking statements whether as the result of new developments or otherwise.

~~Additional Information and Where to Find It~~SIGNATURES

InPursuant ~~connection~~to ~~with~~ the ~~Merger,~~requirements ~~ESI~~of ~~filed with~~ the ~~SEC~~Securities aExchange ~~definitive~~Act ~~proxy statement, including a form~~ of ~~proxy card~~1934, onas ~~December 6~~amended, ~~2018. The definitive proxy statement and form of proxy card have been mailed to ESI’s shareholders. This communication is not a substitute for~~ the ~~proxy~~Registrant ~~statement or any other document that ESI~~ has ~~filed~~duly ~~with~~caused ~~the~~this ~~SEC~~report orto ~~sent~~be signed toon its ~~shareholders~~behalf inby ~~connection with~~ the ~~proposed~~undersigned ~~transaction. BEFORE~~hereunto ~~MAKING~~duly ANY VOTING DECISION, ESI SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT ESI WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ESI AND THE PROPOSED TRANSACTIONauthorized. ~~ESI shareholders may obtain free copies of the proxy statement~~

~~and other relevant documents filed with the SEC by ESI at the SEC’s web site (http~~Date:~~//www.sec.gov).~~ January ~~Free copies of the proxy statement and other filings made by ESI with the SEC also may be obtained from the Investor Relations section of ESI web site (www.esi.com) or by directing a request to ESI~~10, ~~Attn: Investor Relations, at 13900 N.W. Science Park Drive, Portland, Oregon 97229.~~2019

Participants in the Solicitation

ESI and its directors and executive officers may be deemed to be participants in the solicitation of proxies from ESI’s shareholders with respect to the proposed transaction. Information about ESI’s directors and executive officers and their ownership of ESI’s common stock is set forth in ESI’s proxy statement on Schedule 14A filed with the SEC on July 10, 2018, and ESI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018, which was filed with the SEC on June 8, 2018. Additional information regarding the potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, is set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction.

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.

Date: December 14, 2018

	Electro Scientific Industries, Inc.

	By:	/s/ Allen Muhich
	Name:	Allen Muhich
	Title:	Vice President, Chief Financial Officer and Corporate Secretary

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