RPT-Proxy firm recommends support for Axcelis board

(Repeating with no change to headline or story)

PHILADELPHIA, April 21 (Reuters) - Proxy Governance recommended on Monday that Axcelis Technologies Inc (ACLS.O: Quote, Profile, Research) shareholders vote in favor of three board members despite a major shareholder's pledge to withhold votes for the board slate.

Proxy Governance, a proxy advisory firm, said it believes Axcelis' board "is properly discharging its oversight and adequately policing itself."

Last week, two proxy advisory firms recommended that Axcelis shareholders withhold their votes in the election at the upcoming annual meeting. Any nominee who has a greater number of votes withheld than in support will have to resign.

Sterling Capital Management, a large shareholder, has said it will withhold its vote.

Axcelis has rejected a $615.6 million unsolicited takeover bid from Japan's Sumitomo Heavy Industries (6302.T: Quote, Profile, Research), saying it undervalues the company. (Reporting by Jessica Hall; editing by John Wallace) (For more M&A news and our DealZone blog, go to here)