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Form 8-K RUDOLPH TECHNOLOGIES For: May 19

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May 19, 2016 3:21 PM EDT



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): May 18, 2016
Rudolph Technologies, Inc.
(Exact name of registrant as specified in its charter)

DELAWARE
001-36226
22-3531208
(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
Not applicable
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.02. Departure of Directors or Principal Officers; Election of Directors: Appointment of Principal Officers.
Dr. Richard F. Spanier did not stand for re-election to the Board of Directors at the Company’s 2016 Annual Meeting of Stockholders on May 18, 2016 when his term was scheduled to expire.   He has retired from the Board of Directors of the Company effective upon the conclusion of that meeting.



Item 5.07 Submission of matters to a Vote of Security Holders.
Rudolph Technologies, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) on May 18, 2016 at its corporate headquarters located in Wilmington, Massachusetts. At the Annual Meeting, the Company’s stockholders voted on the following three proposals and cast their votes as follows:
Proposal 1: Election of two Class II directors to serve for three-year terms expiring upon the 2019 Annual Meeting of Stockholders or until their successors are elected. The director nominees were:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Daniel H. Berry
 
23,634,355
 
1,155,232
 
64,201
 
4,080,352
Thomas G. Greig
 
23,723,714
 
1,065,924
 
64,150
 
4,080,352
Each director nominee was elected a director of Rudolph Technologies, Inc.
Proposal 2: Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the Company’s Discussion and Analysis and in the tabular and accompanying narrative disclosure regarding named executive officer compensation in the Company’s proxy statement:
For
 
Against
 
Abstain
 
Broker Non-Votes
17,563,246
 
6,839,256
 
451,288
 
4,080,350
This proposal was approved.
Proposal 3: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the year ending December 31, 2016:
For
 
Against
 
Abstain
 
Broker Non-Votes
28,622,417
 
308,006
 
3,715
 
—
This proposal was approved.



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 thereunto duly authorized.

 
RUDOLPH TECHNOLOGIES, INC.
Date: May 18, 2016
By: /s/ Michael P. Plisinski
 
Michael P. Plisinski
Chief Executive Officer



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