Waters Corp 8-K, filed Jun 24, 2021
Waters Corp /De/ (WAT)
About this 8-K
Waters Corp filed this 8-K on June 24, 2021, reporting on events of June 23, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 June 23, 2021, the Board of Directors (the “Board”) of Waters Corporation (the “Company”) increased the size of the Board from 9 to 10 members and appointed Wei Jiang to the Board, effective July 14, 2021, to fill the vacancy so created. Mr. Jiang will serve as a director until the Company’s 2022 annual meeting of stockholders or until his earlier resignation, death or removal. The Board has not yet determined on which committees of the Board Mr. Jiang will serve.
The Board has determined that Mr. Jiang meets the independence standards established under the New York Stock Exchange corporate governance listing standards.
Mr. Jiang 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 2021 annual meeting of stockholders filed with the Securities and Exchange Commission on April 1, 2021. Upon the effective date of his initial appointment to the Board, Mr. Jiang will be awarded an initial equity grant valued at $110,000, 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. Mr. Jiang will also be entitled to a prorated cash retainer for his service for the remainder of 2021 of $25,767, payable on a quarterly basis, as well as board meeting fees and expenses.
| Item 7.01 | Regulation FD Disclosure. |
On June 24, 2021, the Company issued a press release announcing the appointment of Mr. Jiang 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 June 24, 2021. | |
| 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: June 24, 2021 | 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 Wei Jiang to Board of Directors
MILFORD, Mass – June 24, 2021 – Waters Corporation (NYSE: WAT) today announced the appointment of Wei Jiang to its Board of Directors, effective July 14, 2021. Mr. Jiang currently serves as Executive Vice President and President, Bayer Pharmaceuticals Region China & APAC and President, Bayer Group Greater China.
Dr. Flemming Ornskov, Chairman of the Board, said, “We are excited to welcome Wei to the Board and know that we will benefit from his operating experience and transformation expertise. Wei has an outstanding record of driving results in regions that represent key growth opportunities for Waters, including China and other Asia-Pacific markets. We believe he is a valuable addition to the Board at this pivotal time for Waters.”
Dr. Udit Batra, President and Chief Executive Officer of Waters Corporation, commented, “Wei’s results-driven experience will bring perspective to the Board that directly aligns with Waters’ strategy to accelerate growth and innovation. We look forward to his insights as we continue to further strengthen our focus on serving customers in the fast-growing and cutting-edge pharma market in Greater China and beyond.”
Mr. Jiang said, “China’s pharma, biopharma and natural products markets are experiencing a surge in growth and innovation. I can’t think of a company better positioned than Waters to serve these customers with the world-class analytical technologies and services that Waters is so well known for. I am honored to join the Board and contribute to the momentum of the Company’s ongoing transformation.”
Mr. Jiang is Executive Vice President and President, Bayer Pharmaceuticals Region China & APAC and President, Bayer Group Greater China, where he is a Member of Pharmaceuticals Executive Committee and responsible for pharma business in China and APAC. He previously held various senior positions at AstraZeneca, culminating in his role as Senior Vice President, China operations. Prior to that, Mr. Jiang served as Managing Director, China operations at Guidant Corporation and in various roles at Eli Lilly & Company including Marketing Director, China Operations. He currently serves on the boards of China Red Cross and R&D Based Pharmaceuticals association. He received his undergraduate degree in economics and finance at Indiana State University and a B.BA. in business administration and finance from Campbell University in North Carolina.
Additional Resources
| • | Waters Board of Directors |
| • | Connect with Waters via Twitter, Facebook and LinkedIn |
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, food and environmental sciences for more than 60 years. With more than 7,400 employees worldwide, Waters operates directly in 35 countries, including 14 manufacturing facilities, and with products available in more than 100 countries.
Cautionary Statement
This release contains “forward-looking” statements regarding future results and events, including statements regarding Mr. Jiang’s appointment. 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, 2020 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.
Waters Corporation
Bryan Brokmeier, +1 508-482- 3448
Senior Director Investor Relations
investor_relations@waters.com
Waters Corporation
Kevin Kempskie, +1 508-482-2814
Senior Director Public Relations
pr@waters.com