UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, on May 5, 2025, FARO Technologies, Inc., a Florida corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMETEK, Inc., a Delaware corporation (“Parent”) and AMETEK TP, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct and wholly-owned subsidiary of Parent.
On July 15, 2025, the Company held a Special Meeting of Shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on two proposals as set forth below, each of which was described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 12, 2025 and as amended and supplemented on July 2, 2025 (the “Proxy Statement”). The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below (proposal numbers correspond to the proposal numbers used in the Proxy Statement).
As of the close of business on the record date for the Special Meeting, which was June 10, 2025, there were 19,316,887 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 14,976,163 shares of Common Stock, representing approximately 77% of the shares of Common Stock outstanding as of the record date for the Special Meeting, were present in person or by proxy and entitled to vote at the Special Meeting and constituted a quorum to conduct business at the Special Meeting.
Proposal 1: The approval of a proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger.
Proposal 1 was approved as set forth below:
| Shares Voted For |
Shares Voted Against |
Abstentions |
Broker Non-Votes | |||
| 14,964,682 | 5,559 | 5,922 | — |
Proposal 3: The approval, on a non-binding, advisory basis, of certain compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.
Proposal 3 was approved as set forth below:
| Shares Voted For |
Shares Voted Against |
Abstentions |
Broker Non-Votes | |||
| 12,883,846 | 1,777,738 | 314,579 | — |
In light of the approval of Proposal 1, Proposal 2, as described in the Proxy Statement (relating to the adjournment of the Special Meeting if necessary or appropriate), was rendered moot and was not presented at the Special Meeting.
| Item 8.01 | Other Events. |
On July 15, 2025, the Company issued a press release announcing the results of the Special Meeting. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated July 15, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FARO Technologies, Inc. | ||||||
| July 15, 2025 |
/s/ Matthew Horwath | |||||
| By: | Matthew Horwath | |||||
| Its: | Chief Financial Officer | |||||
| (Duly Authorized Officer and Principal Financial Officer) | ||||||