ONTO INNOVATION INC. 8-K

What Happened
Onto Innovation Inc. (ONTO) filed an 8-K reporting the results of its 2026 Annual Meeting held May 20, 2026 in Wilmington, Massachusetts. Stockholders elected seven directors to serve until the next annual meeting: Stephen D. Kelley, Susan D. Lynch, David B. Miller, Michael P. Plisinski, Stephen S. Schwartz, Christopher A. Seams, and May Su. The company also received an advisory (non-binding) approval of executive compensation and ratified Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026. The report was signed by Yoon Ah Oh, Senior Vice President, General Counsel & Corporate Secretary, on May 20, 2026.

Key Details

• Director election vote totals (For / Against / Abstain / Broker Non-Votes):
  • Stephen D. Kelley: 41,519,539 / 447,694 / 54,464 / 2,682,384
  • Susan D. Lynch: 41,705,037 / 262,190 / 54,470 / 2,682,384
  • David B. Miller: 38,775,556 / 3,185,107 / 61,034 / 2,682,384
  • Michael P. Plisinski: 41,724,970 / 280,583 / 16,144 / 2,682,384
  • Stephen S. Schwartz: 41,523,952 / 444,091 / 53,654 / 2,682,384
  • Christopher A. Seams: 40,522,014 / 1,479,450 / 20,233 / 2,682,384
  • May Su: 41,056,051 / 904,119 / 61,527 / 2,682,384
• Advisory “say-on-pay” (Proposal 2): For 40,624,022 / Against 1,196,481 / Abstain 201,194; Broker Non-Votes 2,682,384.
• Auditor ratification (Proposal 3): Ernst & Young LLP ratified with For 44,378,549 / Against 178,157 / Abstain 147,375; Broker Non-Votes 0.

Why It Matters

• Board continuity: Election of the seven nominees means the current board slate remains in place, which affects governance and strategic oversight.
• Shareholder sentiment on pay: The advisory approval of executive compensation indicates a majority of voting shareholders supported the company’s disclosed pay practices (non-binding).
• Audit oversight: Ratification of Ernst & Young LLP as auditor secures the firm that will audit Onto’s financial statements for the 2026 fiscal year, an important factor for financial reporting reliability.
• Broker non-votes: The presence of ~2.68M broker non-votes on the director and say-on-pay items indicates a portion of shares held by brokers did not vote on non-routine matters, which can affect the vote totals reported for those proposals.