(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12


(Name of Registrant As Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


Title of each class of securities to which transaction applies:


Aggregate number of securities to which transaction applies:


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):


Proposed maximum aggregate value of transaction:


Total fee paid:

Fee paid previously with preliminary materials.
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.


Amount Previously Paid:


Form, Schedule or Registration Statement No.:


Filing Party:


Date Filed:



15 Secor Road
Brookfield, Connecticut 06804
(203) 775-9000


FEBRUARY 24, 2023

On February 21, 2023, Photronics, Inc. filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission relating to its Annual Meeting of Shareholders to be held on March 16, 2023.

The Board of Directors has fixed February 3, 2023 as the record date for determining the holders of common stock entitled to notice of and to vote at the meeting, and on February 21, 2023, Photronics, Inc. began making the proxy statement and proxy card available to all shareholders as of such record date. The Proxy Statement incorrectly stated the record date as February 6, 2023. All references to the record date should be February 3, 2023. Except as revised by the information contained herein, this supplement does not revise or update any of the other information set forth in the Proxy Statement. This supplement should be read in conjunction with the Proxy Statement. From and after the date of this supplement, any reference to the “Proxy Statement” are to the Proxy Statement as supplemented hereby.

This supplement has been filed with the Securities and Exchange Commission and first made available to shareholders on February 24, 2023.