Axcelis Technologies (ACLS) investor relations material

Executive summary

• The annual meeting is scheduled for May 5, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Only shareholders of record as of March 12, 2026, are eligible to vote, with one vote per share.

• Proxy materials and annual reports are available online, and shareholders can vote by mail, phone, or online.

• Major institutional shareholders include BlackRock (16%), Vanguard (14.3%), and Reinhart Partners (5.2%).

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, ratifying Ernst & Young LLP as the independent auditor for 2026, and approving 2025 executive compensation on an advisory basis.

• The board recommends voting FOR all proposals and nominees.

• Abstentions and broker non-votes will not affect the outcome of the votes.

Board of directors and corporate governance

• The board consists of eight nominees, with three considered diverse by gender or ethnicity.

• Seven of eight nominees are independent; the board is led by an independent chairperson.

• Committees include Audit, Compensation, Nominating and Governance, and Technology and New Product Development.

• Annual board and CEO evaluations are conducted, and director compensation is reviewed biennially.

• Directors receive cash retainers and annual RSU grants, with a one-year vesting period.

• Stock ownership guidelines require directors and executives to hold significant equity.

• Board refreshment and diversity are emphasized, with a mandatory retirement age of 75.