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. |
(d) On November 22, 2022, the Board of Directors (the “Board”) of Waters Corporation (the “Company”) increased the size of the Board from 7 to 9 members and appointed Dan Brennan and Mark P. Vergnano to the Board, effective November 23, 2022, to fill the vacancies so created. Messrs. Brennan and Vergnano will serve as directors until the Company’s 2023 annual meeting of stockholders or until their respective earlier resignation, death, or removal. The Board has not yet determined on which committees of the Board Messrs. Brennan and Vergnano will serve.
The Board has determined that both Mr. Brennan and Mr. Vergnano meet the independence standards established under the New York Stock Exchange corporate governance listing standards.
Messrs. Brennan and Vergnano will each 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 2022 annual meeting of stockholders filed with the Securities and Exchange Commission on April 14, 2022. Upon the effective date of their initial appointment to the Board, Messrs. Brennan and Vergnano will each be awarded an initial equity grant valued at $36,666, 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. Messrs. Brennan and Vergnano will also each be entitled to a prorated cash retainer for their service for the remainder of 2022 of $7,418 as well as board meeting fees and expenses.
| Item 7.01 | Regulation FD Disclosure. |
On November 23, 2022, the Company issued a press release announcing the appointment of Messrs. Brennan and Vergnano 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 November 23, 2022. | |
| 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.
| WATERS CORPORATION | ||||||
| Dated: November 23, 2022 | By: | /s/ Keeley A. Aleman | ||||
| Name: | Keeley A. Aleman | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
Waters Corporation Appoints Dan Brennan and Mark Vergnano to Board of Directors
MILFORD, Mass.—November 23, 2022— Waters Corporation (NYSE:WAT) today announced the appointment of Dan Brennan and Mark Vergnano, to its Board of Directors, effective November 23, 2022. Mr. Brennan currently serves as Executive Vice President and Chief Financial Officer of Boston Scientific Corporation, a global medical device company, and Mr. Vergnano is the former Chairman, President and Chief Executive Officer of The Chemours Company, a chemistry company.
“Dan and Mark are outstanding leaders whose decades of experience in the medical device and chemistry industries will add tremendous value as Waters continues to execute its exciting growth strategy,” said Dr. Flemming Ornskov, Chairman of the Board. “These appointments follow a robust search and build on the work we have done to refresh our Board, with five individuals joining over the last five years. We look forward to benefitting from Mark’s and Dan’s financial and operational expertise.”
“With a reinvigorated innovation engine and growth initiatives that continue to gain traction, we are excited to welcome two new directors to our Board whose expertise will support our strong and growing momentum,” said Dr. Udit Batra, CEO and President, Waters Corporation. “Both Dan and Mark are experienced board members who have overseen highly dynamic companies and I am looking forward to collaborating with them. Dan brings two decades of finance leadership at Boston Scientific, where he oversaw successful margin and revenue growth initiatives. Mark brings deep operational expertise having led global sciences companies through transformations and significant periods of growth.”
“I am honored to join the Board of Waters, which has a strong reputation for innovation and leadership in life sciences,” said Mr. Brennan.
“Waters has undertaken a comprehensive and impressive transformation to position the Company for growth, and I am excited to contribute to the Board at this important time,” said Mr. Vergnano.
The addition of Mr. Brennan and Mr. Vergnano is part of the Board’s ongoing refreshment process. With these appointments, the Board will expand to nine members, eight of whom are independent and five of whom have been appointed in the last five years.
In his current role as Executive Vice President and Chief Financial Officer of Boston Scientific Corporation, Mr. Brennan is responsible for several company functions, including global controllership, global internal audit, corporate finance, treasury, corporate tax, investor relations, and corporate business development. Prior to that, he was the company’s Senior Vice President and Corporate Controller and held other roles of increasing responsibility within finance. He holds a B.S. in Finance and Investments and an M.B.A from Babson College and is also a certified public accountant.
Mr. Vergnano currently serves as a Partner at Sea Shell Partners. He previously served as the Chairman, President and Chief Executive Officer of The Chemours Company. Prior to that, he held roles of increasing responsibility at E.I. Dupont De Nemours & Company, culminating in his role as Executive Vice President. Mr. Vergnano received a B.S. from the University of Connecticut and an M.B.A. from Virginia Commonwealth University. He currently serves on the Board of Johnson Controls International.
Additional Resources
| • | See list of the Waters Board of Directors |
| • | Connect with Waters via Twitter, Facebook and LinkedIn |
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, and food sciences for more than 60 years. With more than 7,800 employees worldwide, Waters operates directly in more than 35 countries, including 14 manufacturing facilities, and with products available in more than 100 countries.
Waters is a trademark of Waters Corporation.
Media Contact:
Kevin Kempskie
Senior Director, Public Relations
Waters Corporation
+1-508-482-2814
Investor Contact:
Caspar Tudor
Director, Investor Relations
Waters Corporation
+1 508-482-2429