WATERS CORP /DE/ NYSE false 0001000697 0001000697 2021-06-23 2021-06-23

 

 

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 23, 2021

 

 

Waters Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

01-14010   13-3668640
(Commission
File Number)
  (IRS Employer
Identification No.)

 

34 Maple Street, Milford, Massachusetts   01757
(Address of Principal Executive Offices)   (Zip Code)

(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):

 

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

Common Stock, par value $0.01 per share   WAT   New York Stock Exchange, Inc.

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 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
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