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 2, 2021

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
Nasdaq Global Market

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 2021 Annual Meeting of Stockholders on June 2, 2021. 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 April 23, 2021, as supplemented by a proxy supplement filed on May 21, 2021. 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 43,807,636 votes, or 83.2% 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
40,204,208
874,896
2,728,532
Haiping Dun
40,178,137
900,967
2,728,532
Chenming C. Hu
40,098,049
981,055
2,728,532
Tracy Liu
40,098,333
980,771
2,728,532
Yinan Xiang
38,867,446
2,211,658
2,728,532

As a result of this vote, each of the five nominees was elected as a director to serve until the 2022 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.

Proposal 2.  Stockholders approved the amendments to our certificate of incorporation principally to increase numbers of authorized shares of common stock, by the following vote.

 
For
Against
Abstain
Approval of amendments to certificate of incorporation principally to increase numbers of authorized shares of common stock
40,209,075
3,583,022
15,539

Proposal 3.  Stockholders ratified the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP as our independent auditor for the fiscal year ending December 31, 2021, by the following vote:

 
For
Against
Abstain
Ratification of Appointment of BDO China Shu Lun Pan Certified Public Accountants LLP for 2021
43,778,873
10,320
18,443

Proposal 4.  Stockholders approved, as an advisory vote, our executive compensation for 2020, by the following vote:

 
For
Against
Abstain
Broker Non-Votes
Advisory vote on 2020 executive compensation
40,838,880
237,124
3,100
2,728,532

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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 3, 2021
 


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