---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-019788"
form_type: "8-K"
ticker: "ONTO"
cik: "0000704532"
company_name: "ONTO INNOVATION INC."
filed_at: "2023-05-09T23:59:59+00:00"
generated_at: "2026-06-15T10:47:44.858511+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Onto Innovation shareholders elect all eight director nominees at 2023 annual meeting

## Summary
- All eight director nominees elected; each received over 43M votes For, with the lowest being 43.07M for Leo Berlinghieri.
- Advisory say-on-pay approved with 42.3M For, 1.66M Against, 0.08M Abstain.
- Shareholders selected one year as the preferred frequency for future advisory votes on executive compensation (41.8M votes for 1 year).
- Ratification of Ernst & Young as auditor for FY2023 passed with 46.23M For, 0.19M Against.

## SEC filing metadata
- accession: 0000950170-23-019788
- form_type: 8-K
- ticker: ONTO
- cik: 0000704532
- company_name: ONTO INNOVATION INC.
- filed_at: 2023-05-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/704532/000095017023019788/0000950170-23-019788-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/704532/000095017023019788/onto-20230509.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-019788
- JSON: https://secwatch.observer/filing/0000950170-23-019788.json
- Plain text: https://secwatch.observer/filing/0000950170-23-019788.txt

## Key facts
- Shareholder Votes
  ONTO INNOVATION INC. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2023-05-09 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The stockholders ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023, by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/704532/000095017023019788/0000950170-23-019788-index.htm
- Shareholder Votes
  ONTO INNOVATION INC. shareholders approved Election of Directors at the 2023-05-09 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The stockholders elected Leo Berlinghieri, Stephen D. Kelley, David B. Miller, Michael P. Plisinski, Karen M. Rogge, Christopher A. Seams, May Su, and Christine A. Tsingos as directors of the Company, each to serve until the next annual meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/704532/000095017023019788/0000950170-23-019788-index.htm
- Shareholder Votes
  ONTO INNOVATION INC. shareholders approved Advisory vote on frequency of future advisory votes on named executive officer compensation at the 2023-05-09 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The stockholders voted, on an advisory (non-binding) basis, on the frequency of future advisory votes on named executive officer compensation as follows:
  evidence_url: https://www.sec.gov/Archives/edgar/data/704532/000095017023019788/0000950170-23-019788-index.htm
- Shareholder Votes
  ONTO INNOVATION INC. shareholders approved Advisory vote to approve named executive officer compensation at the 2023-05-09 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: The stockholders approved, on an advisory (non-binding) basis, the compensation for the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2023 Annual Meeting, by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/704532/000095017023019788/0000950170-23-019788-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.