Axcelis Technologies (ACLS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2025, with key proposals including director elections, auditor ratification, an amendment to the equity incentive plan, and a say-on-pay vote.

• Only stockholders of record as of March 17, 2025, are entitled to vote, with 32,180,818 shares outstanding on that date.

• Voting can be done by proxy (mail, phone, online) or in person, and a quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying Ernst & Young LLP as auditor, amending the 2012 Equity Incentive Plan to add 3 million shares, and an advisory vote on 2024 executive compensation.

• Board recommends voting FOR all proposals and nominees.

• Broker non-votes and abstentions do not affect proposal outcomes.

Board of directors and corporate governance

• Seven of eight director nominees are independent; three are diverse by gender or ethnicity.

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

• Board held seven meetings in 2024, with 97% average attendance.

• Annual CEO evaluation and board self-assessment processes are in place.

• Director compensation was increased in July 2024 for certain roles; equity awards are primarily RSUs with multi-year vesting.