Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

None.

PART III

Item 10:Directors, Executive Officers and Corporate Governance

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Officers of the Company are elected annually by the Board of Directors and hold office at the discretion of the Board of Directors. The following persons serve as executive officers of the Company:

Dr. Udit Batra, 51, was appointed a Director of the Company as well as President and CEO on September 1, 2020. He most recently served as Chief Executive Officer of the Life Science business of Merck KGaA, Darmstadt, Germany, which operates as MilliporeSigma in the United States and Canada, and as a member of its Executive Board, roles he held from 2014 and 2016, respectively, through July 2020. Prior to that, Dr. Batra

served as President and Chief Executive Officer of Merck KGaA, Darmstadt, Germany’s Consumer Health business. Dr. Batra oversaw the company’s Bioethics Advisory Panel and had Board responsibility for the global Information Technology function. Before joining Merck KGaA, Darmstadt, Germany, Dr. Batra held several positions of increasing responsibility at Novartis, including Global Head of Corporate Strategy in Switzerland, Country President for the Pharma Business of Novartis in Australia and New Zealand and the Global Head of Public Health and Market Access in Cambridge, Massachusetts. Dr. Batra also served at the global consultancy McKinsey & Company across the healthcare, consumer and

non-profit

sectors. Dr. Batra started his career at Merck Research Labs in West Point, Pennsylvania as a research engineer.

Keeley Aleman, 45, was appointed Senior Vice President, General Counsel and Secretary in October of 2019. Ms. Aleman joined Waters Corporation in 2006 as the Assistant General Counsel and held various legal roles focusing on business transactions, commercial strategies, international development, compliance, corporate governance and organizational matters. Prior to joining Waters Corporation she held corporate associate positions at Goodwin Procter, LLP and Testa, Hurwitz & Thibeault, LLP.

Jianqing Bennett, 52, was appointed Senior Vice President of TA Instruments Division on May 1, 2021. Previously, Ms. Bennett served as Senior Vice President, High Growth Markets at Beckman Coulter Diagnostics from November 2017 to March 2021. Prior to that, from 2007-2017, she held various senior management positions at Carestream Health Inc, including serving as President, Medical Digital Solutions from August 2015 to November 2017.

Amol Chaubal, 46, was appointed Chief Financial Officers of Waters Corporation on May 12, 2021. Previously, Mr. Chaubal was Chief Financial Officer of Quanterix Corporation, a life sciences company, where he served as Chief Financial Officer since April 2019. Before Quanterix, Mr. Chaubal served as Chief Financial Officer, Global Operations at Smith & Nephew, a global medical devices company, from October 2017 to April 2019. Prior to his time at Smith & Nephew, he served as Corporate Vice President and Head of Finance for the Clinical Research Services and Access business at Parexel from July 2015 to October 2017.

Belinda Hyde, 51, was appointed Senior Vice President, Global Human Resources of Waters Corporation in January 2021. She is responsible for all aspects of the Global Human Resources function including talent management, total rewards, HR business partners, HR operations and technology, employee engagement and diversity and inclusion. Prior to joining Waters, Ms. Hyde served as the Chief Human Resources Officer for SPX FLOW, from July 2015 to December 2020, and Schnitzer Steel. She has also held leadership roles in business and cultural transformation, executive development, talent management, compensation, benefits, training, internal communications and business partner support at companies such as Caltex Petroleum, Dell Technologies, Invitrogen and Celanese Corporation. Ms. Hyde earned a Bachelor of Arts in psychology from the University of Texas, as well as both a master’s degree and doctorate in industrial and organizational psychology from the University of Houston.

Jonathan M. Pratt, 52, was appointed Senior Vice President, Waters Division, on May 1, 2021. Previously, he served as Senior Vice President and President, TA Instruments from August 2019 to April 30, 2021. Prior to joining Waters Corporation, Mr. Pratt was President of Beckman Coulter Life Sciences from January 2017 to April 2019. Additionally, he held senior positions at Pall Corporation from 2001 to 2017, where he was Vice President and General Manager from October 2015 to December 2016 following Pall Corporation’s acquisition by Danaher Corporation and, prior to that, President of its Food & Beverage, Laboratory and ForteBio businesses from April 2011 to October 2015. Since August 2020, Mr. Pratt has served on the Board of SPX FLOW, Inc. (NYSE:FLOW) as an independent director and a member of the Audit, Compensation and Nominating & Governance Committees.

Dan Welch, 60, was appointed Senior Vice President, Global Operations in July 2020 and was Vice President of Global Supply Chain since July 2019 and Senior Director, Supply Chain Management since August 2017. Mr. Welch joined Waters Corporation in May 2012 as General Manager and Senior Director of Manufacturing Operations. Prior to joining Waters Corporation, he held senior operations and engineering positions at semiconductor and solar energy companies.

Information regarding the Company’s directors, any material changes to the process by which security holders may recommend nominees to the Board of Directors and the information required by the Item will be contained in our definitive proxy statement for the 2022 Annual Meeting of Stockholders, to be filed with the SEC not later than 120 days after the close of business of the fiscal year and is incorporated in this report by reference (the “2022 Proxy Statement”), under the headings “Election of Directors”, “Directors Meetings and Board Committees”, “Corporate Governance”, “Report of the Audit Committee of the Board of Directors” and “Compensation of Directors and Executive Officers”. Information regarding compliance with Section 16(a) of the Exchange Act is contained in the 2022 Proxy Statement, under the heading “Delinquent Section 16(a) Reports”. Information regarding the Company’s Audit Committee and Audit Committee Financial Expert is contained in the 2022 Proxy Statement, under the headings “Report of the Audit Committee of the Board of Directors” and “Directors Meetings and Board Committees”. Such information is incorporated herein by reference.

The Company has adopted a Global Code of Business Conduct & Ethics (the “Code”) that applies to all of the Company’s employees (including its executive officers) and directors and that is in compliance with Item 406 of Regulation

S-K.

The Code has been distributed to all employees of the Company. In addition, the Code is available on the Company’s website,

www.waters.com

, under the caption “Corporate Governance”. The Company intends to satisfy the disclosure requirement regarding any amendment to, or waiver of a provision of, the Code applicable to any executive officer or director by posting such information on its website. The Company shall also provide to any person without charge, upon request, a copy of the Code. Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.

The Company’s corporate governance guidelines and the charters of the audit committee, compensation committee and nominating and corporate governance committee of the Board of Directors are available on the Company’s website,

www.waters.com

, under the caption “Corporate Governance”. The Company shall provide to any person without charge, upon request, a copy of any of the foregoing materials. Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.

Item 11:Executive Compensation

This information is contained in the 2022 Proxy Statement, under the headings “Compensation of Directors and Executive Officers”, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”. Such information is incorporated herein by reference.

Item 12:Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Except for the Equity Compensation Plan information set forth below, this information is contained in the 2022 Proxy Statement, under the heading “Security Ownership of Certain Beneficial Owners and Management”. Such information is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information as of December 31, 2021 about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under its existing equity compensation plans (in thousands):

ABC
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1)Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (A))
Equity compensation plans approved by security holders1,064$202.247,177
Equity compensation plans not approved by security holders———
Total1,064$202.247,177
(1)Column (a) includes an aggregate of 373 shares of common stock to be issued upon settlement of restricted stock, restricted stock units and performance stock units. The weighted-average share price in column (b) does not take into account restricted stock, restricted stock units or performance stock units, which do not have an exercise price.

See Note 14, Stock-Based Compensation, in the Notes to Consolidated Financial Statements for a description of the material features of the Company’s equity compensation plans.

Item 13:Certain Relationships and Related Transactions and Director Independence

This information is contained in the 2022 Proxy Statement, under the headings “Directors Meetings and Board Committees”, “Corporate Governance” and “Compensation of Directors and Executive Officers”. Such information is incorporated herein by reference.

Item 14:Principal Accountant Fees and Services

This information is contained in the 2022 Proxy Statement, under the headings “Ratification of Selection of Independent Registered Public Accounting Firm” and “Report of the Audit Committee of the Board of Directors”. Such information is incorporated herein by reference.

PART IV

Item 15:Exhibits, Financial Statement Schedules

(a) Documents filed as part of this report:

(1)Financial Statements:

The consolidated financial statements of the Company and its subsidiaries are filed as part of this

Form 10-K

and are set forth on pages

to

. The report of PricewaterhouseCoopers LLP (PCAOB ID: 238), an independent registered public accounting firm, dated February 24, 2022, is set forth beginning on page

of this

Form 10-K.

(2)Exhibits:
Exhibit NumberDescription of Document
3.1Second Amended and Restated Certificate of Incorporation of Waters Corporation.(1)(P)
3.2Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 12, 1999.(3)
3.3Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of July 27, 2000.(4)
3.4Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 25, 2001.(5)
3.5Amended and Restated Bylaws of Waters Corporation, dated as of October 8, 2020.(33)
4.1Description of Registrant’s Securities.(6)
10.1Waters Corporation Retirement Plan.(2)(P)(*)
10.2Waters Corporation 2003 Equity Incentive Plan.(7)(*)
10.3First Amendment to the Waters Corporation 2003 Equity Incentive Plan.(8)(*)
10.4Form of Director Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(9)(*)
10.5Form of Director Restricted Stock Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(9)(*)
10.6Form of Executive Officer Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(9)(*)
10.7Second Amendment to the Waters Corporation 2003 Equity Incentive Plan.(10)(*)
10.8Third Amendment to the Waters Corporation 2003 Equity Incentive Plan.(11)(*)
10.9Amended and Restated Waters 401(k) Restoration Plan, effective January 1, 2008.(12)(*)
10.10Amended and Restated Waters Retirement Restoration Plan, effective January 1, 2008.(13)(*)
10.11Amended and Restated Waters Corporation 1996 Non-Employee Director Deferred Compensation Plan, Effective January 1, 2008.(13)(*)
10.122014 Waters Corporation Management Incentive Plan.(21)(*)
10.13Waters Corporation 2009 Employee Stock Purchase Plan.(14)(*)
10.14Note Purchase Agreement, dated as of February 1, 2010, between Waters Corporation and the purchases named therein.(15)
Exhibit NumberDescription of Document
10.15First Amendment to the Note Purchase Agreement, dated as of February 1, 2010.(16)
10.16Note Purchase Agreement, dated March 15, 2011, between Waters Corporation and the purchases named therein.(16)
10.17Waters Corporation 2012 Equity Incentive Plan.(17)(*)
10.18Form of Waters 2012 Stock Option Agreement - Executive Officers.(18)(*)
10.19Form of Waters 2012 Stock Option Agreement - Directors.(18)(*)
10.20Form of Waters 2012 Restricted Stock Agreement - Directors.(18)(*)
10.21Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - Five Year Vesting.(19)(*)
10.22Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - One Year Vesting.(19)(*)
10.23Note Purchase Agreement, dated June 30, 2014, between Waters Corporation and the purchases named therein.(20)
10.24Change of Control/Severance Agreement, dated as of April 1, 2015, between Waters Corporation and Michael F. Silveira.(22)(*)
10.25President and Chief Executive Employment Agreement.(23)(*)
10.26Change of Control/Severance Agreement, dated as of September 8, 2015, between Waters Corporation and Christopher J. O’Connell.(23)(*)
10.27Note Purchase Agreement, dated as of May 12, 2016, between Waters Corporation and the purchasers named therein.(24)
10.28Form of Waters 2012 Performance Stock Unit Award Agreement.(25)(*)
10.29Senior Vice President and Chief Financial Officer Employment Agreement.(26)(*)
10.30Form of Change of Control/Severance Agreement.(27)(*)
10.31Employment Agreement, dated July 21, 2017, between Waters Corporation and Dr. Rohit Khanna.(28)(*)
10.32Credit Agreement, dated as of November 30, 2017, among Waters Corporation, JPMorgan Chase Bank, N.A., JP Morgan Europe Limited and other Lenders party thereto.(30)
10.33First Amendment to the Credit Agreement, dated as of November 30, 2017, among Waters Corporation, JPMorgan Chase Bank, N.A., JP Morgan Europe Limited and other Lenders party thereto.(31)
10.34Second Amendment to the Note Purchase Agreement, dated as of February 1, 2010.(31)
10.35First Amendment to the Note Purchase Agreement, dated as of March 15, 2011.(31)
10.36First Amendment to the Note Purchase Agreement, dated as of June 30, 2014.(31)
10.37First Amendment to the Note Purchase Agreement, dated as of May 12, 2016.(31)
10.38Note Purchase Agreement, dated as of September 12, 2019, between Waters Corporation and the purchasers named therein.(32)
10.39Form of Performance Stock Unit Award Agreement under the Waters Corporation 2012 Equity Incentive Plan.(36)(*)
Exhibit NumberDescription of Document
10.40Chief Executive Officer Transition and Separation Agreement, dated June 17, 2020, between Waters Corporation and Christopher J. O’Connell.(34)(*)
10.41President and Chief Executive Employment Agreement, dated July 14, 2020, between Waters Corporation and Udit Batra.(34)(*)
10.42Change of Control/Severance Agreement, dated as of July 14, 2020, between Waters Corporation and Udit Batra.(34)(*)
10.43Waters Corporation 2020 Equity Incentive Plan.(35)(*)
10.44Employee Form of Stock Option Award Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*)
10.45Director Form of Stock Option Award Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*)
10.46Form of RSU Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*)
10.47CEO Form of PSU Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*)
10.48Employee (Non-CEO) PSU Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*)
10.49Director Form of RSA Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*)
10.50Note Purchase Agreement, dated as of March 2, 2021, by and among the Company and the purchasers signatory thereto, including the forms of notes. (37)
10.51Transition and Consulting Agreement, dated April 16, 2021, between Waters Corporation and Michael C. Harrington. (38)(*)
10.52Transition and Consulting Agreement, dated April 19, 2021, between Waters Corporation and Ian S. King. (38)(*)
10.53Employment Offer Letter, dated April 16, 2021, between Waters Corporation and Amol Chaubal (38)(*)
10.54Change of Control and Severance Agreement, dated April 16, 2021, between Waters Corporation and Amol Chaubal. (38)(*)
10.55Letter Agreement, dated April 18, 2021, between Waters Corporation and Jonathan M. Pratt. (38)(*)
10.56Amendment and Restatement Agreement, dated September 17, 2021, by and among the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. (39)
21.1Subsidiaries of Waters Corporation.
23.1Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
31.1Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(**)
32.2Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(**)
101The following materials from Waters Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity (Deficit) and (vi) Notes to Consolidated Financial Statements.
Exhibit NumberDescription of Document
104Cover Page Interactive Date File (formatted in iXBRL and contained in Exhibit 101).
(1)Incorporated by reference to the Registrant’s Report on Form 10-K dated March 29, 1996 (File No. 001-14010).
(2)Incorporated by reference to the Registrant’s Registration Statement on Form S-1 dated October 24, 1996 (File No. 333-96934).
(3)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 11, 1999 (File No. 001-14010).
(4)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 8, 2000 (File No. 001-14010).
(5)Incorporated by reference to the Registrant’s Report on Form 10-K dated March 28, 2002 (File No. 001-14010).
(6)Incorporated by reference to Exhibit 4.1 of the Registrant’s Report on Form 10-K dated February 24, 2021 (File No. 001-14010)
(7)Incorporated by reference to the Registrant’s Report on Form S-8 dated November 20, 2003 (File No. 333-110613).
(8)Incorporated by reference to the Registrant’s Report on Form 10-K dated March 12, 2004 (File No. 001-14010).
(9)Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 10, 2004 (File No. 001-14010).
(10)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2005 (File No. 001-14010).
(11)Incorporated by reference to the Registrant’s Report on Form 10-K dated March 1, 2007 (File No. 001-14010).
(12)Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 2, 2007 (File No. 001-14010).
(13)Incorporated by reference to the Registrant’s Report on Form 10-Q dated February 27, 2009 (File No. 001-14010).
(14)Incorporated by reference to the Registrant’s Report on Form S-8 dated July 10, 2009 (File No. 333-160507).
(15)Incorporated by reference to the Registrant’s Report on Form 10-K dated February 26, 2010 (File No. 001-14010).
(16)Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 6, 2011 (File No. 001-14010).
(17)Incorporated by reference to the Registrant’s Report on Form S-8 dated September 5, 2012 (File No. 333-183721).
(18)Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2012 (File No. 001-14010).
(19)Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2013 (File No. 001-14010).
(20)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 1, 2014 (File No. 001-14010).
(21)Incorporated by reference to the Registrant’s Report on Form 10-Q dated February 27, 2015 (File No. 001-14010).
(22)Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 8, 2015 (File No. 001-14010).
(23)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 7, 2015 (File No. 001-14010).
(24)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2016 (File No. 001-14010).
(25)Incorporated by reference to the Registrant’s Report on Form 8-K dated December 15, 2016 (File No. 001-14010).
(26)Incorporated by reference to the Registrant’s Report on Form 10-K dated February 24, 2017 (File No. 001-14010).
(27)Incorporated by reference to the Registrant’s Report on Form 8-K dated March 27, 2017 (File No. 001-14010).
(28)Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 3, 2017 (File No. 001-14010).
(29)Incorporated by reference to the Registrant’s Report on Form 8-K dated December 8, 2017 (File No. 001-14010).
(30)Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2018 (File No. 001-14010).
(31)Incorporated by reference to the Registrant’s Report on Form 10-K/A dated March 1, 2019 (File No. 001-14010).
(32)Incorporated by reference to the Registrant’s Report on Form 8-K dated September 16, 2019 (File No. 001-14010).
(33)Incorporated by reference to the Registrant’s Report on Form 8-K dated October 8, 2020 (File No. 001-14010).
(34)Incorporated by reference to the Registrant’s Report on Form 10-Q dated July 29, 2020 (File No. 001-14010).
(35)Incorporated by reference to Exhibit 4.2 of the Registration Statement filed on Form S-8 dated June 8, 2020 (File No. 333-239020).
(36)Incorporated by reference to the Registrant’s Report on Form 10-K dated February 25, 2020 (File No. 001-14010).
(37)Incorporated by reference to the Registrant’s Report on Form 8-K dated March 4, 2021 (File No. 001-14010).
(38)Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 6, 2021 (File No. 001-14010).
(39)Incorporated by reference to the Registrant’s Report on Form 8-K dated September 20, 2021 (File No. 001-14010).
(P)Paper Filing
(*)Management contract or compensatory plan required to be filed as an Exhibit to this Form 10-K.
(**)This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference.
(b)See Item 15 (a) (2) above.
Item 16:Form 10-K Summary

The optional summary in Item 16 has not been included in this Form

10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

W ATERS C ORPORATION
/s/ Amol Chaubal
Amol Chaubal
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)

Date: February 24, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on February 24, 2022.

/s/ Dr. Flemming Ornskov, M.D., M.P.H.Chairman of the Board of Directors
Dr. Flemming Ornskov, M.D., M.P.H.
/s/ Dr. Udit Batra, Ph.D.President and Chief Executive Officer
Dr. Udit Batra, Ph.D.Director (Principal Executive Officer)
/s/ Amol ChaubalSenior Vice President and Chief Financial Officer
Amol Chaubal(Principal Financial Officer) (Principal Accounting Officer)
/s/ Linda BaddourDirector
Linda Baddour
/s/ John M. BallbachDirector
John M. Ballbach
/s/ Edward ConardDirector
Edward Conard
/s/ Gary HendricksonDirector
Gary Hendrickson
/s/ Dr. Pearl S. Huang, Ph.D.Director
Dr. Pearl S. Huang, Ph.D.
/s/ Wei JiangDirector
Wei Jiang
/s/ Christopher A. KueblerDirector
Christopher A. Kuebler
/s/ Thomas P. SaliceDirector
Thomas P. Salice

Previous: Item 9B. Other Information