Nanometrics Incorporated (NASDAQ:NANO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

CEO Retirement Plans

On May 23, 2017, Dr. Timothy J. Stultz, the President and Chief
Executive Officer of Nanometrics Incorporated, notified the
company of his plans to retire.Dr. Stultz will continue as Chief
Executive Officer until his successor is named, assist with a
seamless transition, and continue to serve as a director of the
company.

2017 Executive Performance Bonus Plan

On May 23, 2017, the stockholders of Nanometrics Incorporated
approved the Nanometrics Incorporated 2017 Executive Performance
Bonus Plan (the 2017 Plan).All Nanometrics executive officers are
eligible to participate in the 2017 Plan. Awards under the 2017
Plan will be payable upon the achievement during each performance
period designated by the Compensation Committee of performance
goals established by the Compensation Committee. The 2017 Plan
will apply to incentives awarded to the companys covered
executives for fiscal 2018 and future years.

The Nanometrics Compensation Committee established the 2017 Plan
to motivate the companys senior executives to achieve corporate
objectives by providing a competitive bonus for achieving
performance goals established by the Compensation Committee, and
to enable Nanometrics to avail itself of the benefits of
stockholder-approved plans under Section 162(m) of the Internal
Revenue Code.Under Section 162(m), the annual compensation paid
to Nanometrics Chief Executive Officer and to each of Nanometrics
other three most highly compensated executive officers, other
than the chief financial officer, will not be deductible to the
extent it exceeds $1,000,000 unless the conditions of Section
162(m) are met. These conditions include stockholder approval of
the material terms of the 2017 Plan, including the performance
criteria that the Compensation Committee may use to establish
performance goals applicable to bonus awards under the 2017 Plan.

The Compensation Committee has the sole authority to designate
participants in the 2017 Plan from among Nanometrics executive
officers and to determine the performance goals, award amounts
and other terms and conditions of awards under the 2017 Plan. At
the beginning of each performance period, the Compensation
Committee will establish the performance goals for each award and
the target amount of the award that executives will earn based on
performance compared to the goals. After the end of the
performance period, the Compensation Committee will certify the
extent to which the performance goals are achieved and determine
the amount of the award that is payable; provided that the
Compensation Committee will have the discretion to determine that
the actual amount paid with respect to an award will be less than
(but not greater than) the payout calculated for awards made
under the 2017 Plan.

A more complete summary of the terms of the 2017 Plan is set
forth in Nanometrics definitive proxy statement filed with the
Securities and Exchange Commission on April 4, 2017 (the Proxy
Statement). That summary and the foregoing description are
qualified in their entirety by reference to the text of the 2017
Plan, which is filed as Appendix A to the Proxy Statement.

2005 Equity Incentive Plan, as Amended and Restated

On May 23, 2017, the stockholders of Nanometrics Incorporated
approved the 2005 Equity Incentive Plan, as amended and restated
(the 2005 Plan). The 2005 Plan permits the grant of stock
options, stock appreciation rights, restricted stock, restricted
stock units and performance shares (each individually, an Award)
to Nanometrics employees, consultants and directors. The 2005
Plan provides incentives to employees, consultants and directors
of Nanometrics to promote the success of the companys business
and to permit the payment of compensation that qualifies as
performance-based compensation under Section 162(m) of the
Internal Revenue Code.

The approval by the stockholders on May 23, 2017, approved the
following material changes to the 2005 Plan as previously in
effect:

A more complete summary of the terms of the 2005 Plan is set
forth in the Proxy Statement. That summary and the foregoing
description are qualified in their entirety by reference to the
text of the 2005 Plan, which is filed as Appendix B to the Proxy
Statement.

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

On May 23, 2017, Nanometrics Incorporated (the Company) held its
2017 Annual Meeting of Stockholders (the Annual Meeting). The
final results of voting for each matter submitted to a vote of
the stockholders at the Annual Meeting are as follows:

Following the Annual Meeting, the Companys Board of Directors
determined that, in light of the vote by the stockholders of one
year as the preferred frequency of advisory votes on executive
compensation, it is the policy of the Company that the Company
include a stockholder vote on the compensation of executives in
its proxy materials annually until the next required vote on the
frequency of stockholder votes on the compensation of executives.

About Nanometrics Incorporated (NASDAQ:NANO)

Nanometrics Incorporated (Nanometrics) provides process control metrology and inspection systems used in the fabrication of integrated circuits, high-brightness light emitting diodes (HB-LEDs), discrete components and data storage devices. The Company operates in the segment of sale, design, manufacture, marketing and support of thin film and optical critical dimension systems. The Company’s automated and integrated systems address process control applications, including critical dimension and film thickness measurement, device topography, defect inspection, and analysis of various other film properties, such as optical, electrical and material characteristics. The Company’s process control solutions are deployed throughout the fabrication process, from front-end-of-line substrate manufacturing, to high-volume production of semiconductors and other devices, to advanced wafer-scale packaging applications.

Nanometrics Incorporated (NASDAQ:NANO) Recent Trading Information

Nanometrics Incorporated (NASDAQ:NANO) closed its last trading session 00.00 at 27.34 with 116,610 shares trading hands.