UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Retirement of Director
On March 15, 2022, Dr. Marc Kastner informed the Board of Directors (“Board”) of Bruker Corporation (the “Company”) of his decision to retire and not to stand for re-election as a Class II director when his current term expires at the Company’s 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”). Dr. Kastner will continue to actively serve on the Board until the 2023 Annual Meeting. Dr. Kastner’s decision to retire and not to stand for re-election is not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.
(d) Election of New Director
On March 15, 2022, the Board approved an increase in the number of directors to expand the size of the Board by one director to a total of eleven directors, with such additional director assigned to Class II, and appointed Dr. Philip Ma to fill the newly created vacancy on the Board, effective as of April 1, 2022. Dr. Ma will initially serve as a director until the 2023 Annual Meeting. Dr. Ma has not been appointed to serve on any committees of the Board.
Dr. Ma’s compensation for his services as a director will be consistent with that of the other non-employee directors of the Company, as described in the Company’s definitive proxy statement with respect to the 2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 20, 2021. There are no other arrangements or understandings between Dr. Ma and any other person pursuant to which he was appointed as a director. On February 15, 2022, the Company completed a $12.0 million minority interest investment in PrognomiQ, Inc. (“PrognomiQ”). Dr. Ma is the Chief Executive Officer and a director of PrognomiQ. Other than as described above, since the beginning of the Company’s last fiscal year, there have not been any transactions between Dr. Ma and the Company that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Dr. Ma’s appointment is attached to this report as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | |
| 99.1 | Press release dated March 16, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
| BRUKER CORPORATION (Registrant) | ||||||
| Date: March 16, 2022 | By: | /s/ GERALD N. HERMAN | ||||
| Gerald N. Herman | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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