Thank you for standing by and welcome to the Veeco Instruments Inc. special meeting. I will now turn the call over to Dr. Miller. You may begin.
Good morning, ladies and gentlemen. I am Bill Miller, Chief Executive Officer of Veeco Instruments Inc. I want to welcome all of you to this special meeting of stockholders. I will serve as chairman of the meeting, and Kirk Mackey, Vice President, General Counsel, and Secretary of Veeco Instruments Inc., will serve as Secretary of the meeting. In order to conduct an orderly meeting and give all stockholders an opportunity to participate, we will follow the agenda and the rules of conduct that are posted for stockholders on the virtual meeting portal. As a reminder, recording of this meeting is prohibited. To briefly recap the agenda: after we review a few formalities, I will call the formal meeting to order, and Mr. Mackey will introduce the proposals described in detail in the proxy statement.
We will discuss each of the proposals, and you will have the opportunity to vote if you have not already done so. Following the voting, we will announce preliminary results and adjourn the meeting. It's now my pleasure to call the meeting to order. We've been provided with the tabulation of proxies and ballots by Broadridge Financial Solutions, Inc., which we refer to as Broadridge. Gary Wozniak of CT Hagberg, LLC, has been designated the inspector of election of this special meeting and is present today. He has been duly sworn and has taken and signed an oath of inspector of election, which will be filed as part of the minutes of this special meeting. I have a certified list of the stockholders of record at the close of business on December 26, 2025, which is the record date for this special meeting.
Only stockholders of record as of the record date or their authorized proxy holders are entitled to vote at this special meeting. Written notice of this meeting was mailed on or about December 31, 2025, to all holders of record of our common stock, along with a proxy statement and proxy card, and Broadridge has presented an affidavit certifying to the mailing of notice. The notice, affidavit, proxy statement, and certified list of stockholders will be filed with the company's minutes. As of the close of business on the record date, there were 60,297,087 shares of common stock outstanding, each entitled to one vote. Based on Broadridge's tabulation of proxies, a quorum is present. Accordingly, notice having been duly given and a quorum present, we will now proceed with the business of the meeting.
The time is now 10:03 A.M. Eastern Time, and the polls are now open for voting on all matters to be presented. Kirk, can you please review the matters properly brought before this meeting?
Thanks, Bill. Any stockholder attending virtually who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the virtual meeting portal and following the instructions provided. Any stockholder attending in person who has not yet voted or wishes to change their vote may do so by written ballot. If you need a written ballot, please raise your hand, and we will provide you with one. Those receiving a ballot are asked to print the name or names of the individuals to whom the shares are registered, their account number, and the number and type of shares of stock being voted where indicated at the bottom of the ballot, and sign the ballot.
Stockholders who have sent in proxies or voted by telephone or the internet and do not want to change their vote do not need to take any further action. As Bill referenced earlier, there are three proposals to be considered by the stockholders at this special meeting, which we will now review. The board of directors has recommended a vote for each proposal. The first item of business is the adoption of the Agreement and Plan of Merger dated as of September 30, 2025, by and among the company, Axcelis Technologies, Inc., and Victory Merger Sub, Inc., and the approval of the transactions contemplated thereby, including the merger of Victory Merger Sub, Inc., with and into the company, with the company surviving as a wholly owned subsidiary of Axcelis Technologies, Inc. We refer to this proposal as the Merger Proposal.
The approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the issued and outstanding shares of the company's common stock entitled to vote at the special meeting on the merger proposal. The second item of business is the approval on a non-binding advisory basis of the compensation that will be paid or become payable to the company's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. We refer to this proposal as the merger compensation proposal. The merger compensation proposal requires the affirmative vote of a majority of the total number of votes cast at the special meeting on the merger compensation proposal.
The third and final item of business is the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement prospectus is timely provided to company stockholders. We refer to this proposal as the adjournment proposal. The adjournment proposal requires the affirmative vote of a majority of the total number of votes cast at the special meeting on the adjournment proposal. Voting today is by proxy, written ballot, and electronic ballot. Each share of common stock outstanding as of the record date for this special meeting is entitled to one vote.
As noted, any stockholder who has not voted or who wishes to change their vote may do so if attending virtually by clicking on the "Vote Here" button in the "Cast Your Vote" section of the webcast portal and following the instructions provided, or if attending in person by filling out a written ballot. Stockholders who have submitted proxies or who have previously voted via the internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically. It is now 10:07 A.M. Eastern Time, and the polls are still open for voting. Please submit any final ballots now. For those who have completed their ballots in person, we will now collect your ballots. Again, if you previously voted by proxy, it is not necessary to vote by ballot unless you wish to change your vote.
Submission of a ballot revokes your prior proxy. The time is now 10:08 A.M. Eastern Time, and there being no further ballots, I declare the polls closed for voting. All ballots and proxies are now in the custody of the inspector of election.
The inspector of election reports that, based on the preliminary count conducted, the merger proposal, the merger compensation proposal, and the adjournment proposal have been approved. Since the merger proposal has been approved, we will not need to act upon the adjournment proposal. Any votes submitted before the polls closed but not reflected in the preliminary report will be reflected in the final report of the inspector of election, which will be filed with the minutes of this special meeting, and the voting results will be published in a current report on Form 8-K that we will file with the Securities and Exchange Commission. There being no further business, I hereby adjourn today's meeting. We thank you for your attendance this morning and for your interest in Veeco Instruments, Inc. Have a great day.
This concludes today's special meeting. You may now disconnect.