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 5.07 | Submission of Matters to a Vote of Security Holders |
A total of 53,415,914 shares were present or represented by proxy at the annual meeting of stockholders of Waters Corporation (the “Company”) on May 23, 2023, representing approximately 91% 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: |
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| Linda Baddour |
49,256,952 | 830,204 | 25,369 | 3,303,389 | ||||||||||||
| Udit Batra, Ph.D. |
49,715,300 | 368,777 | 28,448 | 3,303,389 | ||||||||||||
| Dan Brennan |
49,715,950 | 370,394 | 26,181 | 3,303,389 | ||||||||||||
| Richard Fearon |
49,042,841 | 1,043,293 | 26,391 | 3,303,389 | ||||||||||||
| Pearl. S. Huang, Ph.D. |
47,642,230 | 2,444,768 | 25,527 | 3,303,389 | ||||||||||||
| Wei Jiang |
49,692,305 | 393,850 | 26,370 | 3,303,389 | ||||||||||||
| Christopher A. Kuebler |
45,211,042 | 4,875,516 | 25,967 | 3,303,389 | ||||||||||||
| Flemming Ornskov, M.D., M.P.H. |
42,114,854 | 7,969,178 | 28,493 | 3,303,389 | ||||||||||||
| Mark Vergnano |
48,918,978 | 1,166,372 | 27,175 | 3,303,389 | ||||||||||||
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 |
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| 50,283,984 | 3,090,019 | 41,911 | — | |||||||||||||
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, 2023, was approved.
| PROPOSAL 3. NON-BINDING VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| 40,067,042 | 9,992,489 | 52,994 | 3,303,389 | |||||||||||||
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. NON-BINDING VOTE ON FREQUENCY OF NAMED EXECUTIVE OFFICER COMPENSATION VOTES COMPENSATION |
1 Yr | 2 Yr | 3 Yr | Abstain | Broker Non-Votes |
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| 49,531,305 | 6,993 | 548,967 | 25,260 | 3,303,389 | ||||||||||||||||
The Board reviewed and considered the results of the vote on the non-binding advisory resolution regarding the frequency of named executive officer compensation votes as well as general market practices and determined that the Company will include an advisory vote on named executive officer compensation in the Company’s proxy materials once every year until such time as another advisory vote on the frequency of such named executive officer compensation votes is held.
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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.
| WATERS CORPORATION | ||
| By: | /s/ Keeley A. Aleman | |
| Name: | Keeley A. Aleman | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Dated: May 24, 2023
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