8-K

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) June 17, 2020

Waters Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(508) 478-2000

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company 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.  ☐

On June 17, 2020, Waters Corporation (the “Company”) announced the planned departure of Christopher J. O’Connell, President and Chief Executive Officer, effective as of the Company’s appointment of a successor. Mr. O’Connell will also resign from the Board of Directors of the Company at such time. Following his resignation as President and Chief Executive Officer, Mr. O’Connell will continue to be employed by the Company as a Senior Advisor until December 31, 2020.

Separation Agreement

Mr. O’Connell has entered into a Transition and Separation Agreement with the Company dated June 17, 2020 (the “Separation Agreement”). Consistent with Mr. O’Connell’s offer letter, the Separation Agreement provides for cash severance in the amount of $4,252,500, payable over a two year period following Mr. O’Connell’s termination of employment, a bonus for calendar year 2020 based on the Company’s performance and payable at the same time as annual bonuses are payable to other employees, plus a lump sum payment in an amount equal to the premiums the Company would have paid for Mr. O’Connell’s life, accident, health and dental insurance plans over the two-year period following December 31, 2020. In addition, the vested portion of Mr. O’Connell’s stock option grants issued in 2017 and 2018 will remain outstanding and exercisable for the one-year period following Mr. O’Connell’s termination of employment. Consistent with his offer letter, Mr. O’Connell’s noncompetition and non-solicitation obligations will remain in effect for two years following his termination of employment.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 27, 2020.

On June 17, 2020, the Company issued a press release announcing the CEO succession as described above. A copy of the press release is furnished herewith as Exhibit 99 and is incorporated herein by reference.

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.

EX-99.1

Exhibit 99.1

Waters Corporation Announces CEO Succession Plan

MILFORD, Mass.—June 17, 2020—Waters Corporation (NYSE:WAT) today announced that the Company’s Board of Directors and Christopher O’Connell have mutually agreed that Mr. O’Connell will step down as President, Chief Executive Officer and as a member of the Board when a successor is appointed. At that time, he will remain with Waters as an advisor until the end of this year to support the transition. The Board is actively working with a leading executive search firm to assist in the process.

“On behalf of the Board, I thank Chris for his leadership, commitment and contributions to Waters over the last five years,” said Dr. Flemming Ornskov, Chairman of the Board. “During Chris’ tenure, Waters has embarked on a new product cycle driven by organic innovation and is well positioned to emerge from the current uncertain environment resulting from the COVID-19 pandemic as an even stronger company. The Board is committed to conducting an efficient but comprehensive search to identify the right leader for Waters’ next phase of growth. We continue to see the second quarter performing consistent with the framework we provided in April, and we have great confidence in the strength of the Waters team to carry us forward and we appreciate Chris’ support throughout this process.”

“It has been a privilege to lead such a talented and committed organization,” said Mr. O’Connell. “Throughout my time at Waters, I have been inspired by the passion and scientific excellence of our global team. Over the last five years, the Waters team has been focused on advancing organic innovation, implementing a new capital deployment framework and transforming Waters’ talent, capability and operating mechanisms. Through this work, we have advanced Waters’ position as a technology leader in our industry while improving human health and well-being. The Board and I agree that it is the right time for this thoughtful succession process, and I am committed to supporting a smooth transition for the benefit of all of our stakeholders.”

About Waters

Waters Corporation (NYSE:WAT), the world’s leading specialty measurement company, has pioneered chromatography, mass spectrometry, and thermal analysis innovations serving the life, materials, and food sciences for more than 60 years. With more than 7,000 employees worldwide, Waters operates directly in 35 countries, including 15 manufacturing facilities, and with products available in more than 100 countries.

CautionaryStatement

This release contains “forward-looking” statements regarding future results and events, including statements regarding Mr. O’Connell’s departure and the process to find his replacement and the Company’s recent performance. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words “will,” “feels”, “believes”, “anticipates”, “plans”, “expects”, “intends”, “suggests”, “appears”, “estimates”, “projects”, and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. Actual future results and events may differ significantly from the results and events discussed in the forward-looking statements within this release for a variety of reasons, including the factors that are discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” of the Company’s annual report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (“SEC”), as updated by the Company’s subsequent filings with the SEC. The forward-looking statements included in this release represent the Company’s estimates or views as of the date of this release and should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this release. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.

Contacts

Waters Corporation

Bryan Brokmeier, 508-482-3448

investor_relations@waters.com

Senior Director Investor Relations

Waters Corporation

Kevin Kempskie, 617-413-4333

corporate_communications@waters.com

Senior Director Public Relations