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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At a special meeting of the stockholders of Rudolph Technologies, Inc. (the “Company”) held on October 24, 2019 (the “Special Meeting”), the Company’s stockholders voted on the proposals set forth below relating to the Agreement and Plan of Merger, dated as of June 23, 2019 (the “Merger Agreement”), by and among Nanometrics Incorporated (“Nanometrics”), the Company, and PV Equipment Inc. (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Nanometrics (the “Merger”). The proposals are described in detail in the definitive joint proxy statement/prospectus filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 10, 2019 (as amended or supplemented thereafter, the “Joint Proxy Statement/Prospectus”) and first mailed to the Company’s stockholders on September 12, 2019. The final voting results regarding each proposal are set forth below. There were 31,116,171 shares of Company common stock outstanding and entitled to vote on the record date for the Special Meeting, and 26,736,570 shares of company common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.
Proposal No. 1. To adopt the Merger Agreement.
This proposal was approved by the requisite vote of the Company’s stockholders.
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For
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Against
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Abstain
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Broker Non-Vote
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26,584,239
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8,436
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143,895
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—
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Proposal No. 2. To approve, on a non-binding advisory basis, the compensation that will or may be paid to the Company’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement.
This proposal was approved by the requisite vote of the Company’s stockholders.
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For
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Against
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Abstain
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Broker Non-Vote
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25,536,423
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1,022,264
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177,883
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Proposal No. 3. To approve, on a non-binding advisory basis, the proposed increase in the authorized shares of Nanometrics common stock under the Nanometrics certificate of incorporation from 47,000,000 shares of common stock to 97,000,000 shares of common stock.
This proposal was approved by the requisite vote of the Company’s stockholders.
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For
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Against
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Abstain
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Broker Non-Vote
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26,388,330
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200,904
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147,336
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Proposal No. 4. To adjourn 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 proposal to adopt the Merger Agreement.
This proposal was approved by the requisite vote of the Company’s stockholders.
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For
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Against
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Abstain
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Broker Non-Vote
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24,332,064
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2,257,053
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147,453
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Adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.
Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the Joint Proxy Statement/Prospectus. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement/Prospectus.
