ONTO Onto Innovation Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2024

 

 

Onto Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39110	94-2276314
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
16 Jonspin Road
Wilmington, Massachusetts				01887
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (978) 253-6200

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		ONTO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

Effective July 16, 2024, the Board of Directors (“the Board”) of Onto Innovation Inc. (the “Company”) elected Stephen S. Schwartz to the Board for a term continuing until the 2025 Annual Meeting of Stockholders, when all directors will be subject to election by stockholders. With this appointment the Board increased the size of the Board from eight members to nine members. The Company issued a news release regarding Dr. Schwartz’s appointment to the Board, which is filed as Exhibit 99.1.

Dr. Schwartz currently serves as President and Chief Executive Officer of Azenta, Inc., formerly Brooks Automation, Inc.; a position he has held since October 2010. Brooks Automation was a leading provider of manufacturing automation solutions for the semiconductor industry and life science sample-based services and solutions for the life sciences market. In February 2022, under Dr. Schwartz’s leadership, Brooks Automation separated its business into two different companies, Azenta, which operates in the life sciences market, and Brooks Automation, which operates in the semiconductor industry. In May 2024, Dr. Schwartz announced his plans to retire as President and CEO of Azenta upon the appointment of his successor, as well as his retirement, effectively immediately, as a director of Azenta, a position he held since 2010. Prior to Brooks Automation, Dr. Schwartz joined Asyst Technologies in 2001 and served as the President, Chief Executive Officer and Chairman from 2002 until 2009. Prior to joining Asyst Technologies, Dr. Schwartz served as the President of Consilium Inc., an Applied Materials, Inc. company, from 1999 to 2001. Dr. Schwartz began his career at Applied Materials. Dr. Schwartz received his B.S., M.S. and Ph.D. in electrical engineering from Purdue University and received his M.B.A. from the University of Chicago. Dr. Schwartz also served as an independent director of Spire, a natural gas company, from November 2018 until January 2024.

Dr. Schwartz has been appointed to the Audit Committee of the Board. As compensation for his services on the Board, Dr. Schwartz will receive compensation substantially consistent with the Company’s current compensatory arrangement for non-employee directors, as described under the heading “Compensation of Directors” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 5, 2024. Dr. Schwartz will also enter into a director Indemnification Agreement in the form filed as Exhibit 10.1 to the Form 8-K filed on September 13, 2021.

There are no arrangements or understandings pursuant to which Dr. Schwartz was selected as a director of the Company. Dr. Schwartz does not have any relationship or related transactions with the Company that would require disclosure pursuant to Item 404(a) of Securities and Exchange Commission Regulation S-K.

The Board has determined that Dr. Schwartz qualifies as an “independent director,” as that term is defined in Item 407(a) of Regulation S-K, and also determined, after a review of his qualifications, that Dr. Schwartz meets the additional New York Stock Exchange independence requirements for serving on the Audit Committee.

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EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.1		New release issued by Onto Innovation on July 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Onto Innovation Inc.
Date:	July 16, 2024	By:	/s/ Yoon Ah E. Oh
			Vice President, General Counsel & Corporate Secretary

 

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Onto Innovation Welcomes Stephen Schwartz

to its Board of Directors

 

Wilmington, Mass., July 16, 2024 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation”, “Onto”, or the “Company”) today announced Dr. Stephen Schwartz has joined its board of directors.

 

With over 25 years of leadership experience in high technology companies, Dr. Stephen Schwartz brings a strong background in technical leadership to Onto Innovation’s board of directors. He currently serves as President and Chief Executive Officer of Azenta, Inc., formerly Brooks Automation, Inc., since October 2010. Brooks Automation was a leading provider of manufacturing automation solutions for the semiconductor industry and life sciences. In February 2022, under Dr. Schwartz’s leadership, Brooks Automation separated its business into two different companies, Azenta, which operates in the life sciences market, and Brooks Automation, which operates in the semiconductor industry. In May 2024, he announced his plans to retire from Azenta upon the appointment of his successor. Prior to Brooks Automation, Dr. Schwartz joined Asyst Technologies, Inc., in 2001 and served as the President, Chief Executive Officer and Chairman from 2002 until 2009. Prior to joining Asyst, Dr. Schwartz served as the President of Consilium Inc., an Applied Materials, Inc. Company from 1999 to 2001. Dr. Schwartz began his career at Applied Materials. Dr. Schwartz received his B.S., M.S. and Ph.D. in Electrical Engineering from Purdue University and received his M.B.A. from the University of Chicago.

 

“Steve brings significant executive leadership experience to the Onto Innovation board of directors. He has a long and impressive history of CEO experience serving many of Onto’s customers with state-of-the-art hardware and software automation systems. We expect his broad technology experience and knowledge of the semiconductor business as an Onto peer will bring great insights to our board,” said Christopher Seams, chairman of Onto Innovation’s board of directors.

 

Dr. Schwartz remarked, “Onto Innovation is a strategic global partner for many of the leading semiconductor companies engaged in advanced logic and memory, especially for those that support the latest artificial intelligence (AI) trends. With exposure to a number of long-term secular drivers, Onto is well positioned to outgrow the semiconductor industry in coming years. I particularly value their focus on collaborative partnerships and their ability to deliver innovations that help improve yield and reduce cost. I am looking forward to contributing to this talented team.”

“Steve brings a fresh perspective to our board of directors, having both semiconductor and industrial company experience in his career. In addition, his successful leadership at automation and robotics companies and service organizations provides a valuable perspective as Onto Innovation focuses on its own transformation and future growth within the semiconductor process control industry,” said Mike Plisinski, chief executive officer of Onto Innovation.

About Onto Innovation Inc.

Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that include: Un-patterned wafer quality; 3D metrology spanning chip features from nanometer scale transistors to large die interconnects; macro

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defect inspection of wafers and packages; metal interconnect composition; factory analytics; and lithography for advanced semiconductor packaging. Our breadth of offerings across the entire semiconductor value chain combined with our connected thinking approach results in a unique perspective to help solve our customers’ most difficult yield, device performance, quality, and reliability issues. Onto Innovation strives to optimize customers’ critical path of progress by making them smarter, faster and more efficient. With headquarters and manufacturing in the U.S., Onto Innovation supports customers with a worldwide sales and service organization. Additional information can be found at www.ontoinnovation.com.

 

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) which include statements relating to Onto Innovation’s business momentum and future growth; the benefit to customers and the capabilities of Onto Innovation’s products and customer service; Onto Innovation’s ability to both deliver products and services consistent with our customers’ demands and expectations and strengthen its market position, Onto Innovation’s beliefs about market opportunities as well as other matters that are not purely historical data. Onto Innovation wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond Onto Innovation’s control. Such factors include, but are not limited to, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; the effects of political, economic, legal, and regulatory changes or conflicts on the Company's global operations; its ability to adequately protect its intellectual property rights and maintain data security; the effects of natural disasters or public health emergencies, such as the COVID-19 pandemic, on the global economy and on the Company’s customers, suppliers, employees, and business; its ability to effectively maneuver global trade issues and changes in trade and export regulations and license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; and the Company’s ability to successfully integrate acquired businesses and technologies. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K report for the year ended December 30, 2023, and other filings with the Securities and Exchange Commission. As the forward-looking statements are based on Onto Innovation’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance or achievements. Onto Innovation does not assume any obligation to update the forward-looking information contained in this press release, except as required by law.

 

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Source: Onto Innovation Inc.

ONTO-IC

 

Contacts:

Investor Relations:

Sidney Ho, +1 408.376.9163

sidney.ho@ontoinnovation.com

 

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v3.24.2

Document And Entity Information	Jul. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 16, 2024
Entity Registrant Name	Onto Innovation Inc.
Entity Central Index Key	0000704532
Entity Emerging Growth Company	false
Entity File Number	001-39110
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-2276314
Entity Address, Address Line One	16 Jonspin Road
Entity Address, City or Town	Wilmington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01887
City Area Code	(978)
Local Phone Number	253-6200
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	ONTO
Security Exchange Name	NYSE

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