NANO » Topics » ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

This excerpt taken from the NANO 10-Q filed Nov 9, 2006.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held a special meeting of shareholders on July 21, 2006.

At the special meeting of shareholders, the shareholders took the following action:

The shareholders approved the issuance of up to a maximum of 5,212,286 shares of Nanometrics common stock in connection with the merger with Accent Optical Technologies, Inc., and the other principal terms of the merger. There were 9,551,310 votes cast for the merger, 133,504 votes cast against the merger, 19,068 abstentions and 0 broker non-votes.

The Company held its annual meeting of shareholders on September 28, 2006.

At the 2006 annual meeting of shareholders, the shareholders elected the following seven candidates nominated by the board of directors to serve until the next annual meeting of shareholders at which their respective successors are elected and qualified, or until their earlier death, resignation or removal:

 

Name

   Votes For    Votes Withheld

Vincent J. Coates

   15,301,593    1,174,441

J. Thomas Bentley

   15,260,205    1,215,829

John D. Heaton

   15,302,743    1,173,291

Stephen J Smith

   15,313,953    1,162,081

Edmond R. Ward

   15,260,205    1,215,829

William G. Oldham

   15,260,205    1,215,829

Bruce C. Rhine

   15,241,795    1,234,239

Also at the 2006 annual meeting of shareholders, the shareholders took the following actions:

 

    The shareholders approved the reincorporation of the Company under the laws of the State of Delaware through a merger with Big League Merger Corporation, a wholly-owned subsidiary of the Company. There were 9,897,280 votes cast for the reincorporation, 3,355,711 votes cast against the reincorporation, 47,168 abstentions and 3,175,875 broker non-votes.

 

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    The shareholders approved the proposal of the provision in the proposed charter documents of the Company limiting the Company’s stockholders’ right to call special meetings of stockholders. There were 7,311,741 votes cast for the proposal, 5,978,398 votes cast against the proposal, 10,020 abstentions and 3,175,875 broker non-votes.

 

    The shareholders approved the proposal of the provision in the proposed charter documents of the Company limiting the Company’s stockholders’ ability to act by written consent. There were 7,318,662 votes cast for the proposal, 5,963,177 votes cast against the proposal, 18,320 abstentions and 3,175,875 broker non-votes.

 

    The shareholders did not approve the proposal of the provision in the proposed charter documents of the Company requiring a super-majority vote of the Company’s stockholders to amend certain provisions of its certificate of incorporation. There were 6,242,401 votes cast for the proposal, 7,048,248 votes cast against the proposal, 9,510 abstentions and 3,175,875 broker non-votes.

 

    The shareholders did not approve the proposal of the provision in the proposed charter documents of the Company requiring a super-majority vote of the Company’s stockholders to amend certain provisions of the Company’s bylaws. There were 6,242,581 votes cast for the proposal. 7,049,180 votes cast against the proposal, 10,398 abstentions and 3,175,875 broker non-votes.

 

    The shareholders did not approve the proposal of the provision in the proposed charter documents of the Company limiting the Company’s stockholders’ right to remove directors from the board without cause. There were 6,282,402 votes cast for the proposal. 6,970,895 votes cast against the proposal, 46,862 abstentions and 3,175,875 broker non-votes.

 

    The shareholders approved the proposal of the provision in the proposed charter documents of the Company for the classification of the board of directors into separate classes with staggered terms. There were 7,781,485 votes cast for the proposal, 5,509,024 votes cast against the proposal, 9,650 abstentions and 3,175,875 broker non-votes.

 

    The shareholders approved the proposal of the provision in the proposed charter documents of the Company eliminating cumulative voting in connection with the election of directors. There were 8,262,130 votes cast for the proposal, 4,089,168 votes cast against the proposal, 948,861 abstentions and 3,175,875 broker non-votes.

 

    The shareholders approved the ratification of the appointment of BDO Seidman, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2006. There were 16,354,204 votes cast for the ratification, 49,719 votes cast against the ratification and 72,111 abstentions.
This excerpt taken from the NANO 10-Q filed Aug 10, 2006.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A. A special meeting of shareholders was held on July 21, 2006.

B. The number of shares of common stock of Nanometrics, Inc. issued and outstanding on the record date for said meeting, May 24, 2006 was 13,095,332. The number of shares represented and voting in person or by proxy at said meeting was as follows:

 

By proxy

   9,703,882    in Person    0    Total    9,703,882

The total number of shares present in person and by proxy equal 74.10% of the total shares issued and outstanding, thereby constituting a quorum for purposes of the meeting.

C. The following matter was voted upon at the special meeting:

 

          For    Against    Abstain    Broker
Non-Votes

1.

   To approve the issuance of up to a maximum of 5,212,286 shares of Nanometrics common stock in connection with the merger with Accent Optical Technologies, Inc., and the other principal terms of the merger:    9,551,310    133,504    19,068    0
This excerpt taken from the NANO 10-Q filed Feb 23, 2006.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

A. The annual meeting of shareholders was held on August 26, 2005.

 

B. The following directors were elected to the board of directors:

 

Vincent J. Coates

J. Thomas Bentley

John D. Heaton

Stephen J Smith

Edmond R. Ward

William G. Oldham

Norman V. Coates

 

C. The following matters were voted upon at the annual meeting:

 

          For

   Against

   Abstain

1.    

   To elect the following directors to serve until the next annual meeting of shareholders or until their successors are elected:               
    

Vincent J. Coates, Chairman

   6,199,883    0    658,694
    

J. Thomas Bentley, Director

   6,166,512    0    692,065
    

John D. Heaton, Director

   6,202,283    0    656,294
    

Stephen J Smith, Director

   6,169,412    0    689,165
    

Edmond R. Ward, Director

   6,169,412    0    689,165
    

William G. Oldham, Director

   6,229,695    0    628,882
    

Norman V. Coates, Director

   6,157,889    0    700,688

2.

   Proposal to approve the reincorporation of the Company under the laws of the State of Delaware through a merger with Big League Merger Corporation, a wholly-owned subsidiary of the Company.    5,279,556    1,563,917    15,104

3.

   Proposal to approve the governance and other provisions in the certificate of incorporation and bylaws of the Company to be contingent and effective upon the completion of the reincorporation merger.    3,974,962    2,857,956    25,659

4.

   Proposal to approve the adoption of the Company’s 2005 Employee Stock Option Plan and the reservation of 1,200,000 shares of common stock for issuance thereunder.    5,058,683    1,766,834    33,060

5.

   Proposal to ratify the appointment of BDO Seidman, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005.    6,813,183    30,106    15,288

 

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This excerpt taken from the NANO 10-Q filed Nov 21, 2005.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

A. The annual meeting of shareholders was held on August 26, 2005.

 

B. The following directors were elected to the board of directors:

 

        Vincent J. Coates

        J. Thomas Bentley

        John D. Heaton

        Stephen J Smith

        Edmond R. Ward

        William G. Oldham

        Norman V. Coates

 

C. The following matters were voted upon at the annual meeting:

 

          For

   Against

   Abstain

1.    To elect the following directors to serve until the next annual meeting of shareholders or until their successors are elected:               
             Vincent J. Coates, Chairman    6,199,883    0    658,694
             J. Thomas Bentley, Director    6,166,512    0    692,065
             John D. Heaton, Director    6,202,283    0    656,294
             Stephen J Smith, Director    6,169,412    0    689,165
             Edmond R. Ward, Director    6,169,412    0    689,165
             William G. Oldham, Director    6,229,695    0    628,882
             Norman V. Coates, Director    6,157,889    0    700,688
2.    Proposal to approve the reincorporation of the Company under the laws of the State of Delaware through a merger with Big League Merger Corporation, a wholly-owned subsidiary of the Company.    5,279,556    1,563,917    15,104
3.    Proposal to approve the governance and other provisions in the certificate of incorporation and bylaws of the Company to be contingent and effective upon the completion of the reincorporation merger.    3,974,962    2,857,956    25,659
4.    Proposal to approve the adoption of the Company’s 2005 Employee Stock Option Plan and the reservation of 1,200,000 shares of common stock for issuance thereunder.    5,058,683    1,766,834    33,060
5.    Proposal to ratify the appointment of BDO Seidman, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005.    6,813,183    30,106    15,288

 

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