Amtech Systems (ASYS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for March 5, 2025, with shareholders voting on four key proposals, including director elections, auditor ratification, executive compensation, and an amendment to the equity incentive plan.

• Shareholders of record as of January 13, 2025, are eligible to vote, with 14,289,066 shares outstanding.

• Voting can be done in person, by proxy, via internet, phone, or mail, with cumulative voting available for director elections.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2026 annual meeting.

• Ratification of KPMG LLP as independent auditors for fiscal year ending September 30, 2025.

• Advisory (non-binding) vote on named executive officer compensation (say-on-pay).

• Approval of an amendment to the 2022 Equity Incentive Plan to increase authorized shares.

• No other business is currently anticipated for the meeting.

Board of directors and corporate governance

• Board consists of five members, with recent changes including the resignation of the former CFO and appointment of a new director.

• All board committees (Audit, Compensation, Nominating and Governance) are composed of independent directors.

• Board diversity matrix provided; majority of directors are independent and financially literate.

• Eight board meetings held in fiscal 2024, with strong attendance.

• Lead independent director appointed due to combined CEO/Chairman role.