VEECO INSTRUMENTS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934​

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Rule 14a-12

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Veeco Instruments Inc.

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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1 Terminal Drive • Plainview, New York 11803 U.S.A. • Phone (516) 677-0200 • Fax (516) 677-0380 • www.veeco.com

March 20, 2025

2025 Annual Meeting of Stockholders

Dear Fellow Stockholder:

On behalf of the Veeco Instruments Inc. Board of Directors, it is our pleasure to invite you to our 2025 Annual Meeting of Stockholders, to be held at 8:30 a.m. Eastern Time on Thursday, May 8, 2025.

This year’s annual meeting will be a “hybrid” stockholder meeting, meaning that stockholders will be able to attend the meeting (i) virtually via the internet by following the instructions set forth in the accompanying materials, or (ii) in person at Veeco’s headquarter offices located at Terminal Drive, Plainview, New York 11803.

At the Annual Meeting we will consider and vote on the following matters, and to transact such other business as may be properly brought before the meeting:

(1)

The election of three directors named in the attached proxy statement to hold office until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

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(2)

An amendment to Veeco’s 2016 Employee Stock Purchase Plan to extend the termination date and to increase the number of authorized shares thereunder; and

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(3)

The ratification of KPMG LLP as Veeco’s independent registered public accounting firm for 2025.

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We will also conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers.

We use the U.S. Securities and Exchange Commission rule that allows companies to furnish proxy materials to their stockholders over the internet. We believe this expedites stockholder’s receipt of proxy materials, lowers annual meeting costs, and conserves natural resources. As such, we are mailing to many stockholders a Notice of Internet Availability of Proxy Materials rather than copies of the Proxy Statement and our 2024 Annual Report to Stockholders on Form 10-K. The Notice contains instructions on how to access the proxy materials online, vote online and obtain a copy of our proxy materials.

Your vote is very important. We encourage you to sign and return your proxy card, or use the available telephone, internet or virtual Annual Meeting voting options, so that your shares will be represented and voted at the meeting.

Sincerely,

William J. Miller, Ph.D.

Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS