01—Abstract
Summary
Summary of the 8-K filed May 24, 2024. Cited figures are marked; the original filing is the authoritative source.
Waters Corporation held its annual meeting of stockholders on May 23, 2024, with 54,342,823 shares present or represented by proxy, representing approximately 91.63%a of shares entitled to vote.
Stockholders re-elected all nine nominated directors, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, and approved the amendment to the certificate of incorporation providing for exculpation of certain officers as permitted by recent amendments to Delaware law. On the non-binding advisory vote on named executive officer compensation, stockholders adopted a resolution approving the compensation paid to the named executive officers, with 41,947,552 votes for, 10,653,338 against, and 46,235 abstentions. Votes against were notably higher for directors Christopher A.
Kuebler (4,281,367 against) and Flemming Ornskov, M.D., M.P.H. (9,657,141 against) than for the other nominees.
The filing reports only the final voting results of the annual meeting. Each proposal shows 1,695,698 broker non-votes.
02—Key points
Key Highlights
- Annual meeting of stockholders held May 23, 2024, with 54,342,823 shares present or represented by proxy, approximately 91.63% of shares entitled to vote.
- All nine nominated directors were re-elected to the Board of Directors.
- Flemming Ornskov, M.D., M.P.H. received the most votes against among nominees (9,657,141), and Christopher A. Kuebler received 4,281,367 votes against.
- PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for the fiscal year ending December 31, 2024 (50,417,234 for; 3,881,263 against; 44,326 abstain).
- Non-binding say-on-pay advisory vote approved: 41,947,552 for, 10,653,338 against, 46,235 abstain.
- Amendment to the certificate of incorporation providing exculpation of certain officers approved: 48,746,987 for, 3,854,281 against, 45,857 abstain.
03—Questions
Frequently Asked Questions
How many shares participated in Waters Corporation's 2024 annual meeting?
A total of 54,342,823 shares were present or represented by proxy at the annual meeting held on May 23, 2024, representing approximately 91.63% of all shares entitled to vote.
Who was re-elected to the Board of Directors?
All nine nominated directors were re-elected: Linda Baddour, Udit Batra, Ph.D., Dan Brennan, Richard Fearon, Pearl S. Huang, Ph.D., Wei Jiang, Christopher A. Kuebler, Flemming Ornskov, M.D., M.P.H., and Mark Vergnano.
Which auditor did stockholders approve for fiscal 2024?
Stockholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 50,417,234 votes for, 3,881,263 against, and 44,326 abstentions.
Did stockholders approve the executive compensation?
Yes. In a non-binding advisory vote, stockholders adopted a resolution approving the compensation paid to the named executive officers, with 41,947,552 votes for, 10,653,338 against, and 46,235 abstentions.
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