--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-059307" form_type: "8-K" ticker: "ACLS" cik: "0001113232" company_name: "AXCELIS TECHNOLOGIES INC" filed_at: "2024-05-09T23:59:59+00:00" generated_at: "2026-06-02T04:50:51.070731+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Axcelis Technologies executive chair Mary Puma resigns from board; Jorge Titinger named non-executive chair ## Summary - Mary Puma resigned as Executive Chairperson and director effective at May 9, 2024 annual meeting; remains as Executive Advisor. - Jorge Titinger elected Non-Executive Chairperson; board size fixed at nine. - Stockholders approved charter amendment to limit officer liability under Delaware law, with 70.85% of shares outstanding voted for. - All nine director nominees elected; say-on-pay passed with 93.82% of votes cast. - Auditor ratification (Ernst & Young) passed with 96.09% of votes cast. ## SEC filing metadata - accession: 0001104659-24-059307 - form_type: 8-K - ticker: ACLS - cik: 0001113232 - company_name: AXCELIS TECHNOLOGIES INC - filed_at: 2024-05-09T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1113232/000110465924059307/0001104659-24-059307-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1113232/000110465924059307/tm2413500d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-059307 - JSON: https://secwatch.observer/filing/0001104659-24-059307.json - Plain text: https://secwatch.observer/filing/0001104659-24-059307.txt ## Key facts - Executive change Mary G. Puma resigned as Executive Chairperson at AXCELIS TECHNOLOGIES INC. - Action: resigned - Role: Executive Chairperson source text: Effective at the Annual Meeting, Mary G. Puma, who served as Executive Chairperson of the Company’s Board of Directors since May 11, 2023, resigned from that executive officer role concurrently with the end of her term on the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1113232/000110465924059307/0001104659-24-059307-index.htm - Governance Changes AXCELIS TECHNOLOGIES INC: Amended director exculpation provision to include senior corporate officers per Delaware law (effective 2024-05-09). - Change: charter amendment - Effective: 2024-05-09 source text: the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Restated Certificate of Incorporation (the "Charter"). As discussed further in the Proxy Statement, the Certificate of Amendment serves to update the director exculpation provision in the Charter to include certain of the Company’s senior corporate officers as permitted by Section 102(b)(7) of the Delaware General Corporation Law. evidence_url: https://www.sec.gov/Archives/edgar/data/1113232/000110465924059307/0001104659-24-059307-index.htm - Shareholder Votes AXCELIS TECHNOLOGIES INC shareholders approved Proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company’s financial statements for the year ending December 31, 2024. at the 2024-05-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-09 source text: A majority of the votes cast were voted in favor of the proposal, and therefore the appointment of auditors has been ratified by the stockholders: evidence_url: https://www.sec.gov/Archives/edgar/data/1113232/000110465924059307/0001104659-24-059307-index.htm - Shareholder Votes AXCELIS TECHNOLOGIES INC shareholders approved Proposal to amend the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions limiting officer liability. at the 2024-05-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-09 source text: A majority of the shares outstanding were voted in favor of the proposal, and therefore the amendment has been approved by our stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1113232/000110465924059307/0001104659-24-059307-index.htm - Shareholder Votes AXCELIS TECHNOLOGIES INC shareholders approved Proposal that the stockholders of the Company advise the Board of Directors that they approve the compensation paid to the Company’s named executive officers for the year ended December 31, 2023, as described under “Executive Compensation” in the Proxy Statement for the Annual Meeting. at the 2024-05-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-09 source text: A majority of the votes cast were voted in favor of the proposal, and therefore such advisory vote has passed. evidence_url: https://www.sec.gov/Archives/edgar/data/1113232/000110465924059307/0001104659-24-059307-index.htm - Shareholder Votes AXCELIS TECHNOLOGIES INC shareholders approved Proposal to elect the following nominees as a director: Tzu-Yin Chiu, Gregory B. Graves, John T. Kurtzweil, Russell J. Low, Jeanne Quirk, Necip Sayiner, Thomas St. Dennis, Jorge Titinger, Dipti Vachani at the 2024-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-09 source text: At the Annual Meeting, each of the nine nominees for election as directors received the number of votes set forth opposite the nominee’s name, constituting a plurality of the votes cast, and therefore such nominee has been duly elected as a director of the Company: evidence_url: https://www.sec.gov/Archives/edgar/data/1113232/000110465924059307/0001104659-24-059307-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.