01—Abstract
Summary
Summary of the 8-K filed August 14, 2024. Cited figures are marked; the original filing is the authoritative source.
Waters Corporation filed a Form 8-K on August 14, 2024 to report the appointment of Heather Knight to its Board of Directors.
On August 13, 2024, the Board increased its size from 9 to 10 members and appointed Ms. Knight, effective August 14, 2024, to fill the resulting vacancy. She will serve until the Company's 2025 annual meeting of stockholders or until her earlier resignation, death, or removal. The Board has determined that she meets the independence standards of the New York Stock Exchange.
Ms. Knight will receive the standard compensation paid to non-employee directors. Upon appointment, she will receive an initial equity grant valued at $91,666,a split 50% restricted stock award and 50% non-qualified stock option award, both vesting on the first anniversary of the grant date. She will also receive a prorated cash retainer of $54,130 through the 2025 annual meeting, plus board meeting fees and expenses.
The filing is a governance update with no reported financial results. The press release attached as Exhibit 99.1 describes Ms. Knight as Executive Vice President and Group President, Medical Products and Therapies at Baxter International, with nearly three decades of pharmaceutical and medical device leadership experience. Item 7.01 information is furnished rather than filed.
02—Key points
Key Highlights
- Board expanded from 9 to 10 members; Heather Knight appointed effective August 14, 2024, to fill the new seat
- Ms. Knight is deemed independent under NYSE corporate governance standards
- Initial equity grant valued at $91,666, split equally between restricted stock and non-qualified stock options, vesting on the first anniversary
- Prorated cash retainer of $54,130 through the 2025 annual meeting, plus meeting fees and expenses
- Ms. Knight currently serves as EVP and Group President, Medical Products and Therapies at Baxter International
- Press release (Exhibit 99.1) furnished under Item 7.01 and not deemed filed under Section 18 of the Exchange Act
- No financial results or operating metrics are reported in this filing
03—Questions
Frequently Asked Questions
Who is the new Waters board member?
Heather Knight, who currently serves as Executive Vice President and Group President, Medical Products and Therapies at Baxter International. The company says she brings nearly three decades of global business and commercial leadership experience in the pharmaceutical and medical device industries.
How long will Ms. Knight serve on the board?
She will serve until the Company's 2025 annual meeting of stockholders or until her earlier resignation, death, or removal.
What compensation will Ms. Knight receive?
She will receive the standard non-employee director compensation, an initial equity grant valued at $91,666 (50% restricted stock, 50% non-qualified stock options, both vesting on the first anniversary of the grant), and a prorated cash retainer of $54,130 through the 2025 annual meeting, plus board meeting fees and expenses.
Is Ms. Knight considered independent?
Yes. The Board has determined that she meets the independence standards established under the New York Stock Exchange corporate governance listing standards.
Does this filing report any financial results?
No. The filing concerns the board appointment and the related press release. It does not report financial results or operating metrics.
04—Continue