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AMTECH SYSTEMS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
[May 14, 2014]

AMTECH SYSTEMS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

Non-Employee Directors Stock Option Plan Amendments The Board previously approved, subject to shareholder approval, an amendment to the Company's Non-Employee Directors Stock Option Plan (the "Director Plan") that would authorize an additional 150,000 shares of Common Stock for issuance under the plan, increasing the authorized number of shares from 350,000 to 500,000. According to the results from the Company's Annual Meeting of Shareholders held on May 8, 2014 (the "Annual Meeting"), the Company's shareholders approved the amendment to the Director Plan. The foregoing description of the amendments is qualified in its entirety by the text of the amended version of the Director Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.



2007 Employee Stock Incentive Plan Amendments The Board previously approved, subject to shareholder approval, an amendment to the Company's 2007 Employee Stock Incentive Plan (the "Employee Plan"), that would authorize an additional 900,000 shares of Common Stock for issuance under the plan, increasing the authorized number of shares from 1,400,000 to 2,300,000. According to the results from the Annual Meeting, the Company's shareholders approved the amendment to the Employee Plan. The foregoing description of the amendments is qualified in its entirety by the text of the amended version of the Employee Plan, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.


The shareholders considered five proposals, each of which are described in detail in the Company's definitive proxy statement dated March 28, 2014. The total number of shares represented in person or by proxy at the Annual Meeting was 7,250,234 or 73.7 percent of the 9,841,363 shares eligible to vote. The results of the votes are as follows: Proposal 1 - Election of directors The individuals listed below received the highest number of affirmative votes of the outstanding shares of the Company's common stock present or represented by proxy and voting at the Annual Meeting and were elected at the Annual Meeting to serve a one-year term on the Board of Directors.

For Votes Withheld Broker Non-VotesJong S. Whang 4,033,293 131,240 3,085,701 Fokko Pentinga 4,052,746 111,787 3,085,701 Michael Garnreiter 3,843,260 321,273 3,085,701 Alfred W. Giese 4,036,280 128,253 3,085,701 Egbert J. G. Goudena 4,047,876 116,657 3,085,701 Robert F. King 4,049,766 114,767 3,085,701 -------------------------------------------------------------------------------- Proposal 2 - Ratification of the appointment of Mayer Hoffman McCann P.C as the Company's independent registered public accounting firm for fiscal year 2014 The shareholders ratified the appointment of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for fiscal year 2014.

For Against Abstain Broker Non-Votes 7,132,385 59,151 58,698 0 Proposal 3 - To approve an amendment to the 2007 employee stock incentive plan of Amtech Systems, Inc.

The management proposal to amend the Employee Plan, as described in the proxy materials.

For Against Abstain Broker Non-Votes 2,909,595 1,202,771 52,167 3,085,701 Proposal 4 - To approve an amendment to the non-employee directors stock option plan The management proposal to amend the Director Plan, as described in the proxy materials.

For Against Abstain Broker Non-Votes 3,727,232 383,317 53,984 3,085,701 Proposal 5 - Advisory vote to approve named executive officer compensation The shareholders approved, on an advisory basis, the compensation of the named executive officers.

For Against Abstain Broker Non-Votes 3,913,817 87,029 163,687 3,085,701 -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits (d) Exhibits.

The following exhibits are furnished herewith: Exhibit Number Description Amtech Systems, Inc. Non-Employee Directors Stock Option Plan, 10.1 as amended through May 8, 2014.

Amtech Systems, Inc. 2007 Employee Stock Incentive Plan, as 10.2 amended through May 8, 2014.

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