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Published: 2023-06-15 16:45:20 ET
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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 15, 2023
 
ACM Research, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-38273
94-3290283
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS 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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading symbol
  
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
  
ACMR
  
The Nasdaq Stock Market LLC

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 2023 Annual Meeting of Stockholders on June 15, 2023. The board of directors solicited proxies pursuant to a proxy statement that we filed with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934 on May 1, 2023, as amended by Amendment No.1 to the proxy statement filed on May 23, 2023. 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 two 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 131,401,313 votes, or 84.6% 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.
 
The matters considered and voted on by the stockholders at the meeting and the votes of the stockholders were as follows:
 
Proposal 1. Stockholders voted as follows with respect to the election of each of the nominees for director identified in the proxy statement.
 
Nominee
  
For
    
Withhold
    
Broker Non-Votes
  
David H. Wang
  
117,716,118
    
5,697,958
    
7,987,237
  
Haiping Dun
  
122,777,769
    
636,307
    
7,987,237
  
Chenming C. Hu
  
116,232,176
    
7,181,900
    
7,987,237
  
Tracy Liu
  
117,567,952
    
5,846,124
    
7,987,237
  
Xiao Xing
  
123,076,893
    
337,183
    
7,987,237
  
 
As a result of this vote, each of the five nominees was elected as a director to serve until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.
 
Proposal 2. Stockholders ratified the appointment of Armanino LLP as our independent auditor for the fiscal year ending December 31, 2023, by the following vote:
 

  
For
    
Against
    
Abstain
  
Ratification of Appointment of Armanino LLP for 2023
  
131,332,212
    
46,344
    
22,757
  

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
ACM RESEARCH, INC.



By:
/s/ Mark McKechnie


Mark McKechnie


Chief Financial Officer and Treasurer



Dated: June 15, 2023