Photronics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
$PLAB
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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__________________________________________________________
(Former name or former address, if changed since last report)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s)
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Name of each exchange on which registered
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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On April 2, 2025, the Company held its annual meeting of shareholders (the “Annual Meeting”) at the offices of Photronics, Inc., 15
Secor Road, Building 1, Brookfield, CT 06804 and on the Internet via live webcast at www.viewproxy.com/PLAB/2025/VM. At the Annual Meeting, the Company’s shareholders approved four (4) proposals. The proposals are described in detail in the proxy
statement relating to the annual meeting.
Proposal 1.
The Company’s shareholders elected eight (8) individuals to the Board of Directors as follows:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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David A. Garcia
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49,885,106
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757,689
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4,116,436
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Dr. Frank Lee
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49,276,267
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1,366,528
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4,116,436
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Adam Lewis
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43,158,778
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7,484,017
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4,116,436
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Daniel Liao
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45,039,707
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5,603,088
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4,116,436
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Constantine S. Macricostas
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44,962,043
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5,680,752
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4,116,436
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George C. Macricostas
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48,315,189
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2,327,606
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4,116,436
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Mary Paladino
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48,402,255
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2,240,540
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4,116,436
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Mitchell G. Tyson
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38,921,822
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11,720,973
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4,116,436
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The Company’s shareholders approved the Company’s 2025 Equity Incentive Compensation Plan as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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47,017,473
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3,514,035
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162,248
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4,116,436
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Proposal 3.
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending
October 31, 2025 as set forth below:
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Votes For
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Votes Against
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Abstentions
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53,933,288
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849,210
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27,694
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Proposal 4.
The Company’s shareholders approved by non-binding vote a resolution relating to the compensation of the named executive officers of the Company as described in the
compensation discussion and analysis and the narrative disclosure as included in the proxy statement relating to the annual meeting.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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45,329,046
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5,146,203
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218,509
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4,116,436
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On April 2, 2025, the independent members of the Company’s Board of Directors elected Adam Lewis to serve as Lead Independent Director, effective immediately.
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.
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PHOTRONICS, INC.
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(Registrant)
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By: /s/ Christopher J. Lutzo
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Name:
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Christopher J. Lutzo
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Title:
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Vice President,
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General Counsel and Secretary
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Date: April 3, 2025