Amtech Systems Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five (5) directors to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of the Independent Registered Public Accountants

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

3. 3

   Advisory Vote On Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the Company’s disclosed compensation for its named executive officers. Management is presenting the vote as required by the Dodd-Frank Act and SEC rules to give shareholders a mechanism to express approval or disapproval of executive pay decisions already made. The proxy statement discloses that the Compensation Committee oversees a program combining base salary, short-term cash incentives (recently restructured to an EBITDAS-based metric for fiscal 2025), and long-term equity awards (options and RSUs) to align executive interests with shareholder value and to retain key executives. Notable company-specific elements include multi-year option grants to the CEO (including an out-of-the-money 400,000-share option replacing prior RSU commitments, and subsequent special grants), acceleration and forfeiture provisions tied to termination and change-in-control events, and a clawback policy adopted in 2023 for certain incentive compensation tied to accounting restatements. Management emphasizes that the program is designed to incentivize profitability, retention and long-term stock performance, while the Compensation Committee retains discretion over payouts and has implemented controls (insider trading windows, grant timing policy) intended to mitigate misuse. Because the vote is advisory, it will not bind the Board, but the Compensation Committee will consider the outcome when setting future compensation and policies; management therefore recommends a FOR vote, arguing the disclosed programs are appropriate, competitive and aligned with shareholder interests. Proxy advisors and investors will evaluate the mix of pay, the sizable option grants to the CEO, recent amendments to award terms, and the company’s performance metrics (including recent negative net income in fiscal 2025) when assessing governance and pay-for-performance alignment. Ultimately, the proposal functions as a governance signal: an affirmative result supports management’s approach to compensation, while significant shareholder opposition would trigger Board and Compensation Committee review and potential changes to the compensation program.

Upcoming shareholder meetings at Amtech Systems Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Amtech Systems Inc 2026 annual meeting?

Amtech Systems Inc (ASYS) holds its 2026 annual shareholder meeting on Wednesday, March 4, 2026.

What is the record date for the Amtech Systems Inc 2026 meeting?

The record date for the Amtech Systems Inc 2026 meeting is Tuesday, January 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Amtech Systems Inc's 2026 meeting?

The board is presenting 5 director nominees at the Amtech Systems Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Amtech Systems Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Amtech Systems Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.