UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
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(IRS Employer Identification No.) |
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(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) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 |
A total of 54,342,823 shares were present or represented by proxy at the annual meeting of stockholders of Waters Corporation (the “Company”) on May 23, 2024, representing approximately 91.63% 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 |
52,392,318 | 215,659 | 39,148 | 1,695,698 | ||||||||||||
| Udit Batra, Ph.D. |
52,401,761 | 204,963 | 40,401 | 1,695,698 | ||||||||||||
| Dan Brennan |
52,361,673 | 245,473 | 39,979 | 1,695,698 | ||||||||||||
| Richard Fearon |
50,123,030 | 2,484,094 | 40,001 | 1,695,698 | ||||||||||||
| Pearl. S. Huang, Ph.D. |
50,753,236 | 1,856,813 | 37,076 | 1,695,698 | ||||||||||||
| Wei Jiang |
52,387,679 | 220,624 | 38,822 | 1,695,698 | ||||||||||||
| Christopher A. Kuebler |
47,475,620 | 4,281,367 | 890,138 | 1,695,698 | ||||||||||||
| Flemming Ornskov, M.D., M.P.H. |
41,843,917 | 9,657,141 | 1,146,067 | 1,695,698 | ||||||||||||
| Mark Vergnano |
50,082,052 | 2,517,093 | 47,980 | 1,695,698 | ||||||||||||
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 |
||||||||||||
| 50,417,234 | 3,881,263 | 44,326 | 1,695,698 | |||||||||||||
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, 2024 was approved.
| PROPOSAL 3. NON-BINDING VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| 41,947,552 | 10,653,338 | 46,235 | 1,695,698 | |||||||||||||
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. AMENDMENT OF CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF CERTAIN OFFICERS AS PERMITTED BY RECENT AMENDMENTS TO DELAWARE LAW |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| 48,746,987 | 3,854,281 | 45,857 | 1,695,698 | |||||||||||||
Pursuant to the foregoing vote, the proposal to amend the Company’s certificate of incorporation to provide for exculpation of certain officers as permitted by recent amendments to Delaware law was approved.
2
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, 2024
3
Document and Entity Information |
May 23, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | WATERS CORP /DE/ |
| Amendment Flag | false |
| Entity Central Index Key | 0001000697 |
| Document Type | 8-K |
| Document Period End Date | May 23, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-14010 |
| Entity Tax Identification Number | 13-3668640 |
| Entity Address, Address Line One | 34 Maple Street |
| Entity Address, City or Town | Milford |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 01757 |
| City Area Code | (508) |
| Local Phone Number | 478-2000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, par value $0.01 per share |
| Trading Symbol | WAT |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |