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2026-05-07
2026-05-07

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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):
May 7, 2026

 

Advanced Energy Industries, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
 
000-26966
 
84-0846841

(State or other jurisdiction of

incorporation)
 
(Commission File

Number)
 
(IRS Employer Identification

No.)

 

 
 
 

1595
Wynkoop Street , Suite 800 , Denver , Colorado
 
80202

(Address of principal executive offices)
 
(Zip Code)

 

( 970 ) 407-6626

(Registrant’s telephone number, including
area code)

 

Not applicable

(Former name or former address, if changed since
last report)

 

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 (see General
Instruction A.2. below):

 

¨
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(s)
 
Name of each exchange on which registered

Common Stock, $0.001 par value
 
AEIS
 
NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).

 

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

 

Amendment
and restatement of the Amended and Restated 2023 Omnibus Incentive Plan

 

As
described below under Item 5.07 of this Current Report on Form 8-K, at the 2026 Annual Meeting of Stockholders of Advanced Energy
Industries, Inc. (the “Company”) held on May 7, 2026 (the “Annual Meeting”), the Company’s stockholders
approved an amendment and restatement of the Company’s Amended and Restated 2023 Omnibus Incentive Plan (as amended and restated,
the “Second Amended and Restated 2023 Plan”), which increases the total number of shares of common stock authorized for issuance
thereunder from 2,400,000 shares to 4,900,000 shares and extends the termination date of the Second Amended and Restated 2023 Plan from
April 27, 2033 to May 7, 2036.

 

The
Second Amended and Restated 2023 Plan is described in detail in Proposal 5 in the Company's Definitive Proxy Statement on Schedule 14A
filed with the U.S. Securities and Exchange Commission on March 26, 2026 (the “Proxy Statement”), and the full text of
the Second Amended and Restated 2023 Plan is attached to the Proxy Statement as Appendix C. The description of the amendment and restatement
of the Second Amended and Restated 2023 Plan set forth above is a summary only and is qualified in its entirety by reference to the full
text of the Second Amended and Restated 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.

 

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As
described in Item 5.02 above, the Company held its Annual Meeting on May 7, 2026. At the Annual Meeting, the Company's stockholders
approved an amendment to the Company's existing Amended and Restated Certificate of Incorporation. As further disclosed in Proposal 4
of the Proxy Statement, the amendment increases the number of authorized shares of common stock from 70,000,000 shares to 140,000,000
shares.

 

The
amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the
“Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 7, 2026. The foregoing summary
of the amendment to the Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety
by reference to the Certificate of Amendment.

 

A
copy of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware on May 7, 2026 is attached as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07
Submission of Matters to a Vote of Security Holders

 

As
described in Item 5.02 above, the Company held its Annual Meeting on May 7, 2026 to vote on five proposals. The following matters
as set forth in the Proxy Statement were voted upon with the results indicated below.

 

1. Election of ten (10) directors.

 

The following ten nominees
were elected to serve as directors of the Company, with the following votes tabulated:

 

Director Nominee
For
Withhold
Broker
Non-Vote

Grant
H. Beard
33,649,952
592,933
1,427,092

Frederick
A. Ball
33,416,883
826,002
1,427,092

Anne
T. DelSanto
33,730,249
512,636
1,427,092

Tina
M. Donikowski
33,432,235
810,650
1,427,092

Ronald
C. Foster
33,541,578
701,307
1,427,092

Stephen
D. Kelley
33,760,132
482,753
1,427,092

Lanesha
T. Minnix
33,676,669
566,216
1,427,092

David
W. Reed
34,150,102
92,783
1,427,092

John
A. Roush
33,037,148
1,205,737
1,427,092

Brian
M. Shirley
34,149,184
93,701
1,427,092

 

 

 

 

Each
director has been elected to serve until the 2027 Annual Meeting of Stockholders, or until his or her successor has been elected and qualified
or until such director’s earlier resignation or removal.

 

2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm
for 2026.

 

The appointment of Ernst &
Young LLP as the Company’s independent registered public accounting firm for 2026 was ratified, with the following votes tabulated:

 

For
Against
Abstain
Broker
Non-Vote

35,633,841
13,136
23,000
--

 

3. Advisory approval on the compensation of the Company’s named executive officers.

 

The advisory approval
of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved, with the following
votes tabulated:

 

For
Against
Abstain
Broker
Non-Vote

33,763,740
447,174
31,971
1,427,092

 

4. Approval of an amendment to the Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of
Common Stock.

 

The amendment to the Amended and Restated
Certificate of Incorporation was approved, with the following votes tabulated:

 

For
Against
Abstain
Broker
Non-Vote

34,826,056
824,826
19,095
--

 

5. Approval of an amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan.

 

The amendment and restatement of the Amended and Restated 2023 Omnibus
Incentive Plan was approved, with the following votes tabulated:

 

For
Against
Abstain
Broker
Non-Vote

26,784,160
7,379,970
78,755
1,427,092

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number
 
Description

 
 
 

3.1

 
Certificate of Amendment to Amended and Restated Certificate of Incorporation

 
 
 

10.1

 
Second Amended and Restated 2023 Omnibus Incentive Plan

 
 

104

 
The cover page from Advanced Energy Industries, Inc. Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

 

SIGNATURES

 

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.

 

 
ADVANCED ENERGY INDUSTRIES, INC.

 
 

 
/s/ Elizabeth K. Vonne

Date:  May 8, 2026
Elizabeth K. Vonne

 
Executive Vice President, General Counsel and Corporate Secretary