WAT 8-K
Waters Corp /De/ (WAT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 13, 2024, the Board of Directors (the “Board”) of Waters Corporation (the “Company”) increased the size of the Board from 9 to 10 members and appointed Heather Knight to the Board, effective August 14, 2024, to fill the vacancy so created. Ms. Knight will serve as a director until the Company’s 2025 annual meeting of stockholders (the “2025 AGM”) or until her earlier resignation, death, or removal.
The Board has determined that Ms. Knight meets the independence standards established under the New York Stock Exchange corporate governance listing standards.
Ms. Knight will receive the standard compensation paid by the Company to all of its non-employee directors and as described under “Director Compensation” in the Company’s Proxy Statement for its 2024 annual meeting of stockholders filed with the Securities and Exchange Commission on April 12, 2024. Upon the effective date of her initial appointment to the Board, Ms. Knight will be awarded an initial equity grant valued at $91,666, comprised of 50% of such value in the form of a restricted stock award and 50% of such value in the form of a non-qualified stock option award, both of which will vest on the first anniversary of the date of grant. Ms. Knight will also be entitled to a prorated cash retainer for her service for the period until the 2025 AGM of $54,130 as well as board meeting fees and expenses.
| Item 7.01 | Regulation FD Disclosure. |
On August 14, 2024, the Company issued a press release announcing the appointment of Ms. Knight to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01 (including Exhibit 99.1) being furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Number | Description of Exhibits | |
| 99.1 | Press release dated August 14, 2024. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURE
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.
Dated: August 14, 2024
| WATERS CORPORATION | ||
| By: | /s/ Keeley A. Aleman | |
| Name: | Keeley A. Aleman | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Waters Corporation Appoints Heather Knight to
Board of Directors
MILFORD, Mass., August 14, 2024 – Waters Corporation (NYSE:WAT) today announced the appointment of Heather Knight to its Board of Directors effective August 14, 2024. Ms. Knight currently serves as Executive Vice President and Group President, Medical Products and Therapies at Baxter International.
“Heather is an accomplished leader who brings decades of experience across the pharmaceutical and medical device industries, with a proven track record for driving growth and innovation,” said Dr. Flemming Ornskov, Chair of the Board. “Her experience enriches the diverse skills and backgrounds of our Board members, which is instrumental in our oversight of the strategy and in enhancing shareholder value.”
“We are thrilled to welcome Heather to our Board of Directors,” said Dr. Udit Batra, President and CEO, Waters Corporation. “Her commitment to operational excellence coupled with her global experience driving commercial execution and portfolio innovation across the MedTech industry will be complementary to our Board. I look forward to collaborating with her as we advance our growth strategy.”
“It’s an honor to join the Waters Board of Directors at such an exciting time,” commented Heather Knight, Executive Vice President and Group President of Medical Products and Therapies at Baxter International. “I’ve long admired the company and look forward to contributing to its success.”
Ms. Knight currently serves as the Executive Vice President and Group President of Medical Products and Therapies at Baxter International. She brings nearly three decades of global business and commercial leadership experience in the pharmaceutical and medical device industries, and a proven track record of driving strong execution, business transformation, and portfolio innovation. She holds a B.S. in Biology from the University of Buffalo.
About Waters Corporation (www.waters.com)
Waters Corporation (NYSE:WAT), a global leader in analytical instruments and software, has pioneered chromatography, mass spectrometry, and thermal analysis innovations serving the life, materials, food, and environmental sciences for more than 65 years. With approximately 7,500 employees worldwide, Waters operates directly in 35 countries, including 15 manufacturing facilities, and with products available in more than 100 countries.
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Contact:
Kevin Kempskie
Senior Director Public Relations
Waters Corporation
+1.508.478.2000