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 | |||||