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): June 14, 2018
 
ACM Research, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38273
94-3290283
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
42307 Osgood Road, Suite I, Fremont, California 94539
(Address of principal executive offices) (Zip code)
 
Registrant’s telephone number, including area code: (510) 445-3700
 
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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.
 
We held our 2018 Annual Meeting of Stockholders on June 14, 2018. The board of directors solicited proxies pursuant to proxy statement that we filed on May 4, 2018 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the board’s solicitation.
 
At the meeting, holders of Class A and Class B common stock were asked to consider and vote upon the four proposals set forth below. Each share of Class A common stock was entitled to one vote with respect to each matter submitted to a vote at the meeting, and each share of Class B common stock was entitled to twenty votes with respect to each matter submitted to a vote at the meeting. Shares of Class A and Class B common stock representing 28,533,360 votes, or 58.6% of the total votes attributable to all outstanding shares of Class A and Class B common stock, were present in person or by proxy at the meeting.
 
The voting results reported below are final.
 
Proposal 1
 
Stockholders voted as follows with respect to election of each of the nominees for director identified in the proxy statement:
 
Nominee
 
For
 
Withheld
David H. Wang
 
28,435,806  
 
69,170  
Haiping Dun
 
28,376,148  
 
128,828  
Chenming C. Hu
 
27,846,011  
 
658,965  
Tracy Liu
 
8,382,605  
 
122,371  
Yinan Xiang
 
28,451,671  
 
53,305  
Zhengfan Yang
 
28,392,813  
 
112,163  
 
As a result of this vote, each of the six nominees was elected as a director to serve until the 2019 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.
 
Proposal 2
 
Stockholders approved, on a non-binding advisory basis, the 2017 compensation paid to our named executive officers by the following vote:
 
  For
 
Against
 
Abstain
28,451,485  
 
53,490  
 
1  
 
Proposal 3
 
Stockholders approved, on a non-binding advisory basis, to present an advisory vote on the compensation of named executive officers every three years by the following vote:
 
  One Year
 
Two Years
 
Three Years
 
Abstain
1,337,267  
 
322  
 
27,130,965  
 
36,422  
 
Proposal 4
 
Stockholders voted as follows with respect to the ratification of the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP as our independent registered public accounting firm for 2018:
 
  For
 
Against
 
Abstain
 
Broker Non-Votes
28,518,249  
 
102  
 
817  
 
14,192  
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
 
 
ACM Research, Inc.
 
 
 
 
 
Dated: June 20, 2018
By:  
/s/ David H. Wang
 
 
 
David H. Wang  
 
 
 
Chief Executive Officer and President  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
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