filings.toolsWaters 8-K 2023-05-23
Filed 2023-05-24. 1 sections, 7K characters. Original on sec.gov · Markdown · JSON
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2023
Waters Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-14010 | 13-3668640 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
34 Maple Street
Milford, Massachusetts 01757
(Address of Principal Executive Offices) (Zip Code)
(508) 478-2000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | WAT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
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A total of 53,415,914 shares were present or represented by proxy at the annual meeting of stockholders of Waters Corporation (the “Company”) on May 23, 2023, representing approximately 91% of all shares entitled to vote. The final results of voting on each of the matters submitted to a vote of stockholders during the annual meeting are as follows:
| PROPOSAL 1. ELECTION OF DIRECTORS | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Election of Directors: | ||||||||||||||||
| Linda Baddour | 49,256,952 | 830,204 | 25,369 | 3,303,389 | ||||||||||||
| Udit Batra, Ph.D. | 49,715,300 | 368,777 | 28,448 | 3,303,389 | ||||||||||||
| Dan Brennan | 49,715,950 | 370,394 | 26,181 | 3,303,389 | ||||||||||||
| Richard Fearon | 49,042,841 | 1,043,293 | 26,391 | 3,303,389 | ||||||||||||
| Pearl. S. Huang, Ph.D. | 47,642,230 | 2,444,768 | 25,527 | 3,303,389 | ||||||||||||
| Wei Jiang | 49,692,305 | 393,850 | 26,370 | 3,303,389 | ||||||||||||
| Christopher A. Kuebler | 45,211,042 | 4,875,516 | 25,967 | 3,303,389 | ||||||||||||
| Flemming Ornskov, M.D., M.P.H. | 42,114,854 | 7,969,178 | 28,493 | 3,303,389 | ||||||||||||
| Mark Vergnano | 48,918,978 | 1,166,372 | 27,175 | 3,303,389 |
In accordance with the Company’s Amended and Restated Bylaws and pursuant to the foregoing vote, each of the nominated directors was re-elected to the Company’s Board of Directors (the “Board”).
| PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| 50,283,984 | 3,090,019 | 41,911 | — |
Pursuant to the foregoing vote, the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was approved.
| PROPOSAL 3. NON-BINDING VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| 40,067,042 | 9,992,489 | 52,994 | 3,303,389 |
Pursuant to the foregoing vote, the stockholders adopted a non-binding advisory resolution indicating their approval of the compensation paid to the Company’s named executive officers.
| PROPOSAL 4. NON-BINDING VOTE ON FREQUENCY OF NAMED EXECUTIVE OFFICER COMPENSATION VOTES COMPENSATION | 1 Yr | 2 Yr | 3 Yr | Abstain | Broker Non-Votes | |||||||||||||||
| 49,531,305 | 6,993 | 548,967 | 25,260 | 3,303,389 |
The Board reviewed and considered the results of the vote on the non-binding advisory resolution regarding the frequency of named executive officer compensation votes as well as general market practices and determined that the Company will include an advisory vote on named executive officer compensation in the Company’s proxy materials once every year until such time as another advisory vote on the frequency of such named executive officer compensation votes is held.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WATERS CORPORATION | ||
| By: | /s/ Keeley A. Aleman | |
| Name: | Keeley A. Aleman | |
| Title: | Senior Vice President, General Counsel and Secretary |
Dated: May 24, 2023