UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Under §240.14a-12 |
Ultratech, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| N/A |
| (2) | Aggregate number of securities to which transaction applies: |
| N/A |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| N/A |
| (4) | Proposed maximum aggregate value of transaction: |
| N/A |
| (5) | Total fee paid: |
| N/A |
| ¨ | Fee paid previously with preliminary materials: N/A |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| N/A |
| (2) | Form, Schedule or Registration Statement No.: |
| N/A |
| (3) | Filing Party: |
| N/A |
| (4) | Date Filed: |
| N/A |
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IMPORTANT ANNUAL MEETING INFORMATION
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DESIGNATION (IF ANY)
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Vote by Internet
Go to www.envisionreports.com/UTEK
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website
Stockholder Meeting Notice
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Important Notice Regarding the Availability of Proxy Materials for the
Ultratech, Inc. Stockholder Meeting to be Held on July 17, 2011
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at:
www.envisionreports.com/UTEK
Easy Online Access — A Convenient Way to View Proxy Materials and Vote
When you go online to view materials, you can also vote your shares.
Step 1: Go to www.envisionreports.com/UTEK.
Step 2: Click on the icon on the right to view current meeting materials.
Step 3: Return to the envisionreports.com window and follow the instructions on the screen to log in.
Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before July 9, 2012 to facilitate timely delivery.
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Stockholder Meeting Notice
Ultratech, Inc.’s Annual Meeting of Stockholders will be held on July 17, 2012 at the Hyatt Regency Santa Clara, 5101 Great America Parkway, Santa Clara, California 95054, at 2:00 p.m. local time.
Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board recommends a vote FOR Proposals 1, 2, 3 and 4.
1. To elect seven (7) directors to serve for the ensuing one year until the expiration of their terms in 2013, or until their successors are duly elected and qualified.
(01) ARTHUR W. ZAFIROPOULO, (02) MICHAEL CHILD, (03) JOEL F. GEMUNDER, (04) NICHOLAS KONIDARIS, (05) DENNIS RANEY, (06) HENRI RICHARD, (07) RICK TIMMINS
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
3. To approve an amendment to the Company’s Certificate of Incorporation, to increase the number of authorized shares of common stock from 40,000,000 to 80,000,000.
4. To approve an advisory resolution to approve executive compensation.
5. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof, including the election of any director if any of the above nominees named herein is unable to serve or for good cause will not serve.
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.
Here’s how to order a copy of the proxy materials and select a future delivery preference:
Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.
Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials.
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.
Internet – Go to www.envisionreports.com/UTEK. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
Email – Send email to investorvote@computershare.com with “Proxy Materials Ultratech, Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.
To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by July 9, 2012.
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IMPORTANT ANNUAL MEETING INFORMATION
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. X
Annual Meeting Proxy Card
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals — The Board recommends a vote FOR Proposals 1, 2, 3 and 4.
1. To elect seven (7) directors to serve for the ensuing one year until the expiration of their terms in 2013, or until their successors are duly elected and qualified.
01 - ARTHUR W. ZAFIROPOULO
02 - MICHAEL CHILD
03 - JOEL F. GEMUNDER
04 - NICHOLAS KONIDARIS
05 - DENNIS RANEY
06 - HENRI RICHARD
07 - RICK TIMMINS
Mark here to vote
FOR all nominees
Mark here to WITHHOLD
vote from all nominees
For All EXCEPT—To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below.
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
For Against Abstain
3. To approve an amendment to the Company’s Certificate of Incorporation, to increase the number of authorized shares of common stock from 40,000,000 to 80,000,000.
For Against Abstain
4. To approve an advisory resolution to approve executive compensation.
5. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof, including the election of any director if any of the above nominees named herein is unable to serve or for good cause will not serve.
B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as your name(s) is (are) shown on the share certificate to which the Proxy applies. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
Date (mm/dd/yyyy) — Please print date below.
Signature 1 — Please keep signature within the box.
Signature 2 — Please keep signature within the box.
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PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Ultratech
Proxy — ULTRATECH, INC.
ANNUAL MEETING OF STOCKHOLDERS
JULY 17, 2012
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur W. Zafiropoulo and Bruce R. Wright and each of them as Proxies of the undersigned with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated below, all of the shares of Common Stock of Ultratech, Inc., a Delaware corporation (the “Company”), held of record by the undersigned on May 21, 2012 at the Annual Meeting of Stockholders of Ultratech, Inc. to be held on July 17, 2012 at 2:00 p.m., local time, at the Hyatt Regency Santa Clara, 5101 Great America Parkway, Santa Clara, California 95054, or at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could do if personally present thereat. The shares represented by this Proxy shall be voted in the manner set forth on the reverse side. The proposals described in this proxy have been submitted for stockholder approval by the Company.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted FOR Proposals 1, 2, 3 and 4.
SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.