UPDATE 1-Axcelis bucks shareholder vote, keeps 3 directors

(Recasts, adds details from release, background about talks, comments, adds NEW YORK dateline)

LOS ANGELES/NEW YORK, May 23 (Reuters) - Semiconductor equipment maker Axcelis Technologies Inc (ACLS.O) said on Friday its board had declined to accept resignations from three directors despite a vote by shareholders to force them out of the company.

Lead director Stephen Hardis and board members R. John Fletcher and H. Brian Thompson were required under company rules to offer to resign from the board because each failed to win a majority when they were reelected at the company's shareholder meeting on May 1.

Axcelis has come under shareholder pressure after it rejected a $616 million takeover offer from Sumitomo Heavy Industries Ltd (6302.T) and did not recommend a separate proposal to declassify the board, which would mean electing the board each year.

The company said the board intended to be responsive to shareholder concerns but it needed the expertise of the directors for any talks it has with Sumitomo.

"The decision by the board of directors assures that Axcelis has the full range of expertise and oversight in place as it proceeds with the business of the company and potential discussions with SHI," it said.

The board will consider recommending in favor of a declassification proposal at the next annual meeting, it said.

It also said it is seeking to engage in confidential discussions with Sumitomo, whose bid is backed by private equity firm TPG [TPG.UL].

The two sides, however, have not been able to reach a nondisclosure agreement so far for talks to proceed.

A Sumitomo spokesman declined to comment.

Axcelis rejected a sweetened takeover offer from Sumitomo in March, saying it undervalued the semiconductor equipment maker's business.

Axcelis, based in Beverly, Massachusetts, north of Boston, makes ion implantation equipment used in manufacturing semiconductors. Sumitomo makes heavy machinery. (Reporting by Lisa Baertlein and Paritosh Bansal, editing by Leslie Gevirtz, Gary Hill)