UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On March 27, 2023, the Board of Directors (the “Board”) of Waters Corporation (the “Company”) increased the size of the Board from 9 to 10 members and appointed Richard Fearon to the Board, effective March 27, 2023, to fill the vacancy so created. Mr. Fearon will serve as a director until the Company’s 2023 annual meeting of stockholders (the “2023 AGM”) or until his earlier resignation, death, or removal. The Board has also appointed Mr. Fearon to its Audit Committee, effective March 27, 2023, and as of such time the Audit Committee will be comprised of Linda Baddour, Dan Brennan, and Richard Fearon.
The Board has determined that Mr. Fearon meets the independence standards established under the New York Stock Exchange corporate governance listing standards.
Mr. Fearon 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 2022 annual meeting of stockholders filed with the Securities and Exchange Commission on April 14, 2022. Upon the effective date of his initial appointment to the Board, Mr. Fearon will be awarded an initial equity grant valued at $183,333, 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. Fearon will also be entitled to a prorated cash retainer for his service for the period until the 2023 AGM of $10,972 as well as board meeting fees and expenses.
| Item 7.01 | Regulation FD Disclosure. |
On March 28, 2023, the Company issued a press release announcing the appointment of Mr. Fearon 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 March 28, 2023. | |
| 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.
Dated: March 28, 2023
| WATERS CORPORATION | ||
| By: | /s/ Keeley A. Aleman | |
| Name: | Keeley A. Aleman | |
| Title: | Senior Vice President, General Counsel and Secretary | |