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): March 15, 2022

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-30833	04-3110160
(State or other jurisdiction<br>of Incorporation or organization)	Commission<br>File No.	(I.R.S. Employer<br>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<br> <br>Symbol(s)	Name of Each Exchange<br>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 5.02. 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 <br>(Registrant)
Date: March 16, 2022	By:	/s/ GERALD N. HERMAN
		Gerald N. Herman
		Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Bruker Appoints Philip Ma to its Board of Directors

BILLERICA, Massachusetts, March 16, 2022 (BUSINESS WIRE) – Bruker Corporation (Nasdaq: BRKR) today announced that its Board of Directors has appointed Philip Ma, Ph.D. to serve on its board, effective as of April 1, 2022.

<br><br><br><br><br> <br><br> <br>Dr. Philip Ma is Chief Executive Officer, President,and Founder of PrognomiQ

Dr. Ma is Chief Executive Officer, founder, and a director of PrognomiQ, a privately held healthcare company that is developing next-generation, transformative multiomics products to enable<br>early cancer detection and cancer treatment selection and monitoring assays. Before PrognomiQ, Dr. Ma was Chief Business Officer, President, and co-founder of proteomics company Seer. Prior to this, he was Vice President for Digital Health<br>Technologies and Data Sciences at Biogen. Before joining Biogen, Dr. Ma was Senior Partner at McKinsey & Company, where he served global leaders in the pharmaceutical and biotech sectors, leading the West Coast Healthcare Practice and global<br>Personalized Medicine practice. Dr. Ma was a macromolecular crystallographer at the Massachusetts Institute of Technology, where he earned his Ph.D. in biology. Philip

also has an A.B. degree in biochemistry from Harvard University, and a M.Phil in economics from Oxford University, where he was a Rhodes Scholar.

“We are very pleased to welcome Philip to the Bruker board. Philip brings a wealth of experience in life science, multiomics technology, cancer biomarker diagnostics, and the global biopharma business, including his recent experience as co-founder of two very innovative companies. Philip also has deep insights into molecular biology, proteomics, and the latest in big data software and artificial intelligence/deep learning applications,” said Frank H. Laukien, Bruker’s Chairman, President, and CEO. “The addition of Philip to our board is timely as we continue to advance our Project Accelerate 2.0 initiatives in multiomics life science and clinical research tools. Philip shares our ‘innovation with integrity’ entrepreneurial culture, and our goals to serve life science and medical research customers with differentiated, high-value systems and solutions, to enhance value for all of Bruker’s stakeholders.”

“I am excited about joining Bruker’s board at this important time in the company’s development. The future of life sciences research increasingly focuses on probing more deeply into the interplay of proteins, nucleic acids, and metabolites in a systems biology view of key mechanisms, including that of disease. The research and diagnostic products that Bruker provides today, and which it is developing, will greatly enable this vision of research and health care. I look forward to working with Frank and the Bruker team to plan and work towards this exciting future,” commented Dr. Ma.

About Bruker Corporation

Bruker is enabling scientists to make breakthrough discoveries and develop new applications that improve the quality of human life. Bruker’s high performance scientific instruments and high value analytical and diagnostic solutions enable scientists to explore life and materials at molecular, cellular, and microscopic levels. In close cooperation with our customers, Bruker is enabling innovation, improved productivity, and customer success in life science molecular and cell biology research, in applied and pharma applications, in microscopy and nanoanalysis, as well as in industrial applications. Bruker offers differentiated, high-value life science and diagnostics systems, and solutions in preclinical imaging, clinical phenomics research, proteomics and multiomics, spatial and single-cell biology, functional structural and condensate biology, as well as in clinical microbiology and molecular diagnostics. For more information, please visit: www.bruker.com.

Forward Looking Statements

Any statements contained in this press release which do not describe historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, those risk factors discussed from time to time in our filings with the Securities and Exchange Commission, or SEC. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our annual report on Form 10-K for the year ended December 31, 2021, as may be updated by our quarterly reports on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

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Contact:

Justin Ward, Senior Director, Investor Relations & Corporate Development

Bruker Corporation

T: +1 (978) 663–3660

E: Investor.Relations@bruker.com