UTEK Ultratech, Inc.

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

On May 25, 2017, Ultratech, Inc., a Delaware corporation (the “Company”), held a special meeting of the Company’s stockholders in Menlo Park, California (the “Special Meeting”). As of April 20, 2017, the Company’s record date for the Special Meeting, there were a total of 27,242,013 shares of common stock, par value $0.001 per share, (the “Ultratech common stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 22,045,611 shares of Ultratech common stock were present or represented by proxy and, therefore, a quorum was present.  The Company’s stockholders voted on three proposals and Proposal 1 and Proposal 3 were approved by the requisite vote of the Company’s stockholders.  Proposal 2 was not approved by the requisite vote of the Company’s stockholders.  The final voting results for the proposals are set forth below.

Proposal 1 : A proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of February 2, 2017 (the “Merger Agreement”), by and among the Company, Veeco Instruments Inc., a Delaware corporation (“Veeco”), and Ulysses Acquisition Subsidiary Corp., a Delaware corporation and wholly owned subsidiary of Veeco (“Merger Subsidiary”), which provides for the merger of Merger Subsidiary with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Veeco (the “Merger”).

Proposal 2 : A proposal to approve, on a non-binding, advisory basis, the compensation payments that will or may be made to the Company’s named executive officers in connection with the Merger.

Proposal 3 : A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

The affirmative vote of stockholders of the Company holding a majority of the shares of common stock of the Company outstanding and entitled to vote as of the record date to adopt the Merger Agreement satisfies one of the conditions to the closing of the Merger, which remains subject to other customary closing conditions.

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