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) May 14, 2019

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 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 in 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 5.07

Submission of Matters to a Vote of Security Holders

A total of 61,790,099 shares were present or represented by proxy at the annual meeting of stockholders of Waters Corporation (the “Company”) on May 14, 2019, representing approximately 87.3% of all shares entitled to vote. The final results of voting on each of the matters submitted to a vote of stockholders during the annual meeting are as follows:


PROPOSAL 1. ELECTION OF DIRECTORS	For		Against		Abstain		Broker Non-Votes
Election of Directors:
Christopher J. O’Connell		54,346,485		2,943,767		317,029		4,182,818
Linda Baddour		57,165,668		353,227		88,386		4,182,818
Michael J. Berendt, Ph.D.		55,525,410		1,964,170		117,701		4,182,818
Edward Conard		55,372,264		2,118,351		116,666		4,182,818
Laurie H. Glimcher, M.D.		55,619,850		1,873,704		113,728		4,182,817
Gary E. Hendrickson		57,158,640		356,110		92,531		4,182,818
Christopher A. Kuebler		54,842,639		2,673,405		91,237		4,182,818
Flemming Ornskov, M.D., M.P.H.		56,914,925		601,464		90,892		4,182,818
JoAnn A. Reed		55,846,026		1,672,562		88,693		4,182,818
Thomas P. Salice		53,706,366		3,642,482		258,433		4,182,818

In accordance with the Company’s Amended and Restated Bylaws and pursuant to the foregoing vote, each of the nominated directors was re-elected to the Company’s board of directors.


PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	For		Against		Abstain		Broker Non-Votes
		59,081,646		2,609,012		99,441	—

Pursuant to the foregoing vote, the ratification of the selection of PricewaterhouseCoopers as the Company’s independent registered public accounting firm was approved.


PROPOSAL 3. NON-BINDING VOTE ON EXECUTIVE COMPENSATION	For		Against		Abstain		Broker Non-Votes
		45,958,275		11,533,914		115,092		4,182,818

Pursuant to the foregoing vote, the stockholders adopted a non-binding advisory resolution indicating their approval of the compensation paid to the Company’s named executive officers.

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.