ACM Research, Inc.
For the period ended Jun 10, 2026. Filed Apr 27, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2026 · Filed Apr 27, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 acmr-2026proxystatements.htm DEF 14A
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 x | Filed by a Party other than the Registrant o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
ACM Research, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |
|---|---|---|
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| o | Fee paid previously with preliminary materials. | |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed | |
| NOTICE OF2026 ANNUAL MEETINGOF STOCKHOLDERSandPROXY STATEMENT | |
|---|---|
| 2026 Annual MeetingJune 10, 20267 a.m., Pacific timeVirtual-only meeting, with webcast access atvirtualshareholdermeeting.com/ACMR2026 | InsideCEO’s letter to stockholders |
| Information on voting proposals: | |
| Election of four directors | |
| Ratification of appointment of independent auditor for 2026 | |
42307 Osgood Rd, Suite IFremont, California 94539
April 27, 2026
Dear Fellow Stockholder:
It is my pleasure to invite you to attend the Annual Meeting of Stockholders of ACM Research, Inc. to be held on June 10, 2026, at 7 a.m., Pacific time. This year’s Annual Meeting will be a “virtual meeting” conducted via live audio webcast, consistent with our prior practice. Each holder of Class A or Class B common stock as of 5 p.m., Eastern time, on the record date of April 13, 2026, will be able to participate in the Annual Meeting by accessing a live webcast at virtualshareholdermeeting.com/ACMR2026 and entering the control number included on the stockholder’s Notice of Internet Availability of Proxy Materials or proxy card. Stockholders will also be able to vote their shares and submit questions via the Internet during the meeting by participating in the webcast.
During the Annual Meeting, stockholders will be asked to elect the entire board of directors and to ratify the appointment of Ernst & Young Hua Ming LLP as our independent auditor for 2026.
We are furnishing proxy materials to our stockholders over the Internet. This process expedites the delivery of proxy materials to our stockholders, lowers our costs and reduces the environmental impact of the Annual Meeting. Today we are sending to each of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2025 Annual Report to Stockholders, as well as how to vote via proxy either by telephone or over the Internet.
It is important that you vote your shares of Class A and Class B common stock virtually or by proxy, regardless of the number of shares you own. You will find the instructions for voting on your Notice of Internet Availability of Proxy Materials or proxy card. We appreciate your prompt attention.
The board invites you to participate in the Annual Meeting so that management can listen to your suggestions, answer your questions, and discuss business developments and trends with you. Thank you for your support, and we look forward to joining you at the Annual Meeting.
Sincerely,
David H. Wang
Chief Executive Officer and President
42307 Osgood Rd, Suite IFremont, California 94539
Notice of 2026 Annual Meeting
of Stockholders
Meeting Details
When
7 a.m., Pacific time,
on June 10, 2026
Where
Webcast only, access at:
virtualshareholdermeeting.com/ACMR2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 10, 2026:
The Notice of 2026 Annual Meeting of Stockholders, the Proxy Statement, the 2026 Annual Report to Stockholders and instructions for voting via the Internet can be accessed at proxyvote.com.
To Stockholders of ACM Research, Inc.:
The board of directors is soliciting proxies for use at the ACM Research, Inc. 2026 Annual Meeting of Stockholders. You are receiving the enclosed proxy statement because you were a holder of Class A or Class B common stock as of 5 p.m., Eastern time, on the record date of April 13, 2026 and therefore are entitled to vote at the Annual Meeting.
You may participate in the Annual Meeting, including casting votes and submitting questions, by accessing a live webcast at virtualshareholdermeeting.com/ACMR2026 and then using the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or proxy card being delivered to you. Online check-in to the Annual Meeting will begin at 6:45 a.m., Pacific time, and stockholders are encouraged to allow time to log in to the meeting webcast and test their computer audio system. There will be no physical location for the Annual Meeting.
How to Vote in Advance
Your vote is important. Please vote as soon as possible by one of the methods shown below. Your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form should be readily available.
| InternetVote from any web-enabled device at proxyvote.com | TelephoneVote toll-free by calling +1.800.690.6903 | MailVote by mailing a signed, completed proxy card in the postage-paid, pre-addressed envelope |
The Annual Meeting will be held to consider and vote upon the following proposals:
| Proposal | |
|---|---|
| 1 | Election of four directors |
| 2 | Ratification of appointment of independent auditor for 2026 |
In addition, any other business properly presented may be acted upon at the Annual Meeting. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to twenty votes for each proposal.
42307 Osgood Rd, Suite IFremont, California 94539
In accordance with Securities and Exchange Commission rules, we are providing stockholders with access to proxy materials on the Internet, instead of mailing printed copies. We are mailing to stockholders, commencing on or about April 27, 2026, a Notice of Internet Availability of Proxy Materials to provide:
directions for accessing and reviewing the proxy materials on the Internet and submitting a proxy over the Internet or by telephone;
instructions for requesting copies of proxy materials in printed form or by email at no charge; and
a control number for use in submitting proxies and accessing the Annual Meeting webcast.
By Order of the Board,
Mark McKechnie
Secretary
April 27, 2026
We will maintain a list of stockholders of record as of the record date at our corporate headquarters located at 42307 Osgood Road, Suite I, Fremont, California 94539 for a period of ten days prior to, and ending at the close of, the Annual Meeting. In order for us to make the list available to you quickly and safety, we recommend that you notify us by emailing investor.relations@acmrcsh.com one business day in advance of the day on which you intend to review the list. Beginning fifteen minutes prior to, and ending at the close of, the Annual Meeting, the list of our stockholders of record will be available for viewing by stockholders for any purpose germane to the meeting at virtualshareholdermeeting.com/ACMR2026.
42307 Osgood Rd, Suite IFremont, California 94539
2026 Annual Meeting of Stockholders
Proxy Statement dated April 27, 2026
ACM Research, Inc., a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its board of directors of proxies to be voted at its 2026 Annual Meeting of Stockholders and any adjournments. ACM Research, Inc. is providing these materials to the holders of record of its Class A common stock, $0.0001 par value per share, and Class B common stock, $0.0001 par value per share, as of 5 p.m., Eastern time, on the record date of April 13, 2026 and is first mailing the materials on or about April 27, 2026.
The Annual Meeting is scheduled to be held exclusively by webcast as follows:
| DateThursday, June 10, 2026 | Date7 a.m., Pacific time | Meeting Webcast Addressvirtualshareholdermeeting.com/ACMR2026 |
Your vote is important.
Please see the detailed information that follows in the Proxy Statement.
42307 Osgood Rd, Suite IFremont, California 94539
Contents
| Page | |
|---|---|
| 2026 Proxy Summary | 1 |
| Questions and Answers About the Annual Meeting | 5 |
| Vote Required for Election or Approval | 10 |
| Corporate Governance | 12 |
| Board of Directors Overview | 12 |
| Independence of Directors | 13 |
| Code of Business Conduct | 14 |
| Employee, Officer and Director Hedging | 14 |
| Board Oversight of Risk | 14 |
| Board Leadership Structure | 15 |
| Audit Committee | 15 |
| Nominating and Governance Committee | 16 |
| Compensation Committee | 17 |
| Compensation Committee Interlocks and Insider Participation | 17 |
| Certain Relationships and Related-Person Transactions | 18 |
| Director Compensation | 19 |
| Proposal 1. Election of Directors | 21 |
| Director Qualifications | 21 |
| Identifying and Evaluating Nominees for Directors | 22 |
| Information Concerning Nominees for Election as Directors | 22 |
| Beneficial Ownership of Common Stock | 25 |
| Delinquent Section 16(a) Reports | 28 |
| Executive Officers | 29 |
| Compensation Discussion and Analysis | 30 |
| Executive Compensation | 40 |
| Summary Compensation Table | 40 |
| Narrative Explanation of the Summary Compensation Table | 41 |
| Grants of Plan-Based Awards | 41 |
| Outstanding Equity Awards at December 31, 2025 | 42 |
| 2025 Equity Award Exercises and Stock Vested | 43 |
| Equity Compensation Plan Information | 44 |
| CEO Pay Ratio | 45 |
| Proposal 2. Ratification of Appointment of Independent Auditor for 2026 | 52 |
| Accounting Matters | 54 |
| Principal Independent Auditor Fees | 54 |
| Audit Committee Pre-Approval Policies and Procedures | 54 |
| Report of the Audit Committee | 54 |
| Stockholder Proposals for 2026 Annual Meeting | 56 |
| Delivery of Documents to Security Holders Sharing an Address | 56 |
| Other Matters | 56 |
| Appendix A. Rules of Conduct and Procedure for 2026 Annual Meeting | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.