Veeco Instruments (VECO) Proxy Filing summary

Executive summary

• Axcelis Technologies and Veeco Instruments entered into a merger agreement, with Veeco to become a wholly owned subsidiary of Axcelis upon completion of the merger.

• Regulatory approvals are progressing, with the UK granting a no further action letter and Swedish filings deemed unnecessary; Chinese approval remains pending.

• Special shareholder meetings for both companies are scheduled for February 6, 2026, to vote on the merger and related share issuance.

• Leading proxy advisory firms have recommended shareholders vote in favor of the merger.

• Forward-looking statements highlight anticipated synergies, cost savings, and growth opportunities from the merger, subject to various risks and uncertainties.

Voting matters and shareholder proposals

• Shareholders of both companies will vote on the adoption of the merger agreement and the issuance of Axcelis shares as part of the transaction.

• Proxy materials, including a joint proxy statement/prospectus, have been distributed to shareholders.

• Institutional Shareholder Services and Glass, Lewis & Co. recommend voting in favor of the merger.

Risk oversight and compliance

• The merger is subject to customary closing conditions, including regulatory and shareholder approvals.

• Risks include potential failure to obtain approvals, integration challenges, and possible negative effects from the transaction announcement.

• Export control issues have delayed recognition of $15 million in revenue, potentially impacting quarterly results.

• Ongoing engagement with U.S. authorities to resolve export clearance for shipments to China.