Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(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
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.
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.
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