8-K

BRUKER CORPORATION
(Registrant)

Date: June 7, 2021

/s/ GERALD N. HERMAN

Gerald N. Herman

Chief Financial Officer and Executive Vice President

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): June 4, 2021

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-30833

04-3110160

(State or other jurisdiction of

Incorporation or organization)

Commission

File No.

(I.R.S. Employer

Identification No.)

40 Manning Road

Billerica, MA 01821

(Address of principal executive offices)(Zip Code)

(978) 663-3660

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, $0.01 par value per share

BRKR

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Section 5 – Corporate Governance and Management

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its 2021 Annual Meeting of Stockholders on June 4, 2021. The proposals submitted by the Board of Directors to a vote of the stockholders, and the results of the voting on each proposal, are indicated below.

Proposal No. 1 – Election of Directors


Nominees for Class III director:	For		Withheld		Broker Non-Votes
William A Linton, Ph.D.		128,851,429		16,717,162		2,269,094
Adelene Q. Perkins		127,758,401		17,810,190		2,269,094
Robert Rosenthal, Ph.D.		127,628,788		17,939,803		2,269,094

Proposal No. 2 – Advisory Vote on the Compensation of Named Executive Officers

The proposal to approve, on an advisory basis, the 2020 compensation of the named executive officers as disclosed in the Company’s proxy statement for the 2021 Annual Meeting of Stockholders was approved based on the following votes:


For	Against	Abstain	Broker Non-Votes
140,654,208	4,889,052	25,331	2,269,094

Proposal No. 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021 was approved based on the following votes:


For	Against	Abstain	Broker Non-Votes
147,558,801	251,934	26,950	N/A