Current Report Filing (8-k)

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): October 1, 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.

(b) On October 1, 2021, Dr. Michael Berendt notified the Board of Directors (the “Board”) of Waters Corporation (the “Company”) of his decision to retire as director of the Company, including from any committees thereof, such retirement, effective October 5, 2021.

(d) On October 5, 2021, the Board appointed John M. Ballbach to the Board, effective October 5, 2021, to fill the vacancy left by Dr. Berendt’s retirement. Mr. Ballbach will serve as a director until the Company’s 2022 annual meeting of stockholders or until his earlier resignation, death or removal. In connection with Mr. Ballbach’s appointment, the Board also appointed Mr. Ballbach to serve as a member of the Audit Committee.

The Board has determined that Mr. Ballbach meets the independence standards established under the New York Stock Exchange corporate governance listing standards.

Mr. Ballbach 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. Ballbach will be awarded an initial equity grant valued at $55,000, 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. Ballbach will also be entitled to a prorated cash retainer for his service for the remainder of 2021 of $13,260.27, payable on a quarterly basis, as well as board meeting fees and expenses.

Item 7.01

Regulation FD Disclosure.

On October 6, 2021, the Company issued a press release announcing the election of Mr. Ballbach 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 October 6, 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.