Veeco Instruments (VECO) Proxy filing summary

Executive summary

• The annual meeting will be held on May 7, 2026, as a hybrid event, allowing both virtual and in-person participation.

• Key items for shareholder vote include director elections, an amendment to the stock incentive plan, a say-on-pay advisory vote, and auditor ratification.

• Proxy materials are primarily distributed via internet to expedite delivery, reduce costs, and conserve resources.

Voting matters and shareholder proposals

• Election of three directors to serve until 2029.

• Amendment to the 2019 Stock Incentive Plan to increase authorized shares by 3,500,000.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, with 88.9% independence; only the CEO is not independent.

• All directors attended board and committee meetings in 2025, except one due to a scheduling conflict.

• Annual board, committee, and individual director self-evaluations are conducted.

• Board committees include Audit, Compensation, and Governance, all comprised of independent directors.

• Board leadership is independent, with the chair separate from the CEO.