UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

BRUKER CORPORATION
40 Manning Road
Billerica, MA 01821
(978) 663-3660

Dear Stockholder:

        On behalf of the board of directors and management of Bruker Corporation, I would like to invite you to attend our Annual Meeting of Stockholders to be held on Thursday, May 12, 201116, 2013 at 9:0030 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts.

        The Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the formal business to be conducted at the meeting, and Proxy Card, accompany this letter. The Company's Annual Report to Stockholders is also enclosed for your information.

        All Stockholders are invited to attend the Meeting. To ensure your representation at the Meeting, however, you are urged to vote by proxy by completing, dating and returning the enclosed Proxy Card. A postage-paid envelope is enclosed for that purpose. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the Stockholders is important.

        I look forward to your participation and thank you for your continued support.

		Sincerely,
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

BRUKER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

        Notice is hereby given that the Annual Meeting of the Stockholders of Bruker Corporation will be held on May 12, 2011,16, 2013, at 9:0030 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts, for the following purposes:

1.

To elect the fivefour Class III nominees for director named in the accompanying proxy statement to hold office until the 20142016 Annual Meeting of Stockholders.

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2011.2013.

3.

To hold an advisory vote to approve compensation paid to our named executive officers.

4.

To hold an advisory vote regarding the frequency of future advisory votes on executive compensation.

5.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        The board of directors has fixed the close of business on March 31, 201122, 2013 as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof.

		By order of the board of directors
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

Billerica, Massachusetts
April 11, 201110, 2013

        All stockholders are invited to attend the meeting. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or by the internet, or by completing, dating and returning the enclosed Proxy Card in the enclosed postage-paid envelope. Your shares cannot be voted unless you vote by telephone or internet, date, sign and return the enclosed Proxy Card, or attend the meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the stockholders is important. Even if you have given your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a proxy issued in your name from the record holder.

**************

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2011:16, 2013:

This Proxy Statement and the accompanying Annual Report are available via the Internet at:http://ir.bruker.com

BRUKER CORPORATION
PROXY STATEMENT

        This proxy statement and the enclosed proxy card are furnished in connection with the solicitation of proxies by the board of directors of Bruker Corporation (the "Company") for use at the 20112013 Annual Meeting of Stockholders (the "2011"2013 Annual Meeting") to be held on May 12, 2011,16, 2013, at the time and place set forth in the notice of the meeting and at any adjournments thereof. The approximate date on which this proxy statement and form of proxy are first being sent to stockholders is April 11, 2011.10, 2013.

        The holders of a majority in interest of all of the Company's common stock, par value $.01 per share ("Common Stock") issued, outstanding and entitled to vote are required to be present in person or be represented by proxy at the 20112013 Annual Meeting in order to constitute a quorum for the transaction of business. Each share of Common Stock outstanding on the record date will be entitled to one vote on all matters.

        For Proposal No. 1, the fivefour candidates for election as directors at the 20112013 Annual Meeting who receive the highest number of affirmative votes will be elected. For Proposal No. 2, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2011, and Proposal No. 3, the non-binding, advisory vote regarding the compensation of the Company's named executive officers,2013, the affirmative vote of holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal will be required for approval. For Proposal No. 4, the non-binding, advisory vote regarding the frequency of the stockholder advisory vote to approve the compensation of the Company's named executive officers, the frequency that receives the highest number of votes will be deemed to be the non-binding recommendation of the Company's stockholders.

        Because abstentions with respect to any matter are treated as shares present or represented and entitled to vote for the purposes of determining whether that matter has been approved by the stockholders, abstentions have the same effect as negative votes for each proposal other than the election of directors and the advisory vote on the frequency of future advisory votes on executive compensation. The vote on frequency of future advisory votes on executive compensation asks stockholders to express a preference for one of three choices for future advisory votes on executive compensation: every year, every other year, or every three years. For purposes of the advisory vote on frequency of future advisory votes on executive compensation, abstentions have the same effect as not expressing a preference.directors.

        If the enclosed proxy card is properly executed and returned, it will be voted in the manner instructed by the stockholder. If a proxy card is properly submitted but contains no instructions, the shares represented thereby will be voted FOR all nominees for director in Proposal No. 1 and FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 20112013 in Proposal No. 2, FOR approval of the non-binding, advisory vote regarding the compensation of the Company's named executive officers in Proposal No. 3 and in favor, on a non-binding, advisory basis, of every three years as the frequency of the stockholder advisory vote to approve the compensation of the Company's named executive officers in Proposal No. 4.2. In addition, if other matters come before the meeting, the persons named in the accompanying proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Any person signing the enclosed form of proxy has the power to revoke it by voting in person at the meeting or by giving written notice of revocation to the Secretary of the Company at any time before the proxy is exercised. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to vote at the meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from the record holder.

        If shares are held in the "street name" of a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to certain of the proposals to be acted upon. If the broker or nominee is not given instructions as to how to vote such shares, the broker has authority under New York Stock Exchange rules to vote those shares for or against "routine" matters,

such as the ratification of accounting firms. Brokers cannot vote on their customers' behalf on "non-routine" proposals such as the election of directors approval of the advisory vote on the compensation of the Company's named executive officers, and the advisory vote on the frequency of voting on the compensation of the Company's named executive officers. These rules apply notwithstanding the fact that shares of the Company's Common Stock are traded on the NASDAQ Global Select Market. If the brokerage firm lacks discretionary voting power with respect to an item that is not a routine matter and you do not provide voting instructions (a "broker non-vote"), such shares will be counted for purposes of establishing a quorum to conduct business at the 20112013 Annual Meeting, but will not be counted for purposes of determining whether stockholder approval of any particular matter has been obtained.

        The Company will bear the cost of the solicitation. Although it is expected that the solicitation will be primarily by mail, regular employees or representatives of the Company (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone, telecopier and in

person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals at the expense of the Company.

        The Company's 20102012 Annual Report, including the Company's audited financial statements for the fiscal year ended December 31, 2010,2012, is being mailed to stockholders concurrently with this proxy statement.

        The Company's principal executive offices are located at 40 Manning Road, Billerica, Massachusetts 01821, and our telephone number is (978) 663-3660.

RECORD DATE AND VOTING SECURITIES

        Only stockholders of record at the close of business on March 31, 201122, 2013 are entitled to notice of and to vote at the meeting. On March 31, 2011,22, 2013, the Company had outstanding and entitled to vote 165,479,053167,037,400 shares of Common Stock. Each outstanding share of Common Stock entitles the record holder to one vote. Broadridge Financial Solutions, Inc. will tabulate all votes that are received prior to the date of the Annual Meeting. The inspector of elections, who will be one of our employees or one of our attorneys, will receive Broadridge's tabulation, tabulate all other votes, and certify the voting results.

CORPORATE INFORMATION

        Bruker Corporation was incorporated in Massachusetts as Bruker Federal Systems Corporation. In February 2000, we reincorporated in Delaware as Bruker Daltonics Inc. In July 2003, we merged with Bruker AXS Inc., and we were the surviving corporation in that merger. In connection with that merger, we changed our name to Bruker BioSciences Corporation and formed two operating subsidiaries, Bruker Daltonics and Bruker AXS, into which we transferred substantially all of their respective assets and liabilities, except cash. In July 2006, we acquired Bruker Optics Inc., also a company under common control. In February 2008, we acquired the Bruker BioSpin group of companies, which we sometimes refer to as the Bruker BioSpin Group, also a group of companies under common control. In connection with the Bruker BioSpin acquisition, we changed our name to Bruker Corporation. Our fivefour principal operating segments are Bruker BioSpin, Bruker Daltonics,CALID, Bruker MAT Bruker Optics, and Bruker Energy & Supercon Technologies, or BEST.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

        The first proposal on the agenda for the 20112013 Annual Meeting is the election of Stephen W. Fesik, Dirk D.Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard M. Stein, Charles F. Wagner, Jr. and Bernhard WanglerA. Packer to serve as Class III directors for a three-year term beginning at the 20112013 Annual Meeting and ending at our 20142016 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. The Company's Certificate of Incorporation, as amended, provides that the board of directors shall consist of three classes of directors with overlapping three-year terms. One class of directors is to be elected each year for a three-year term. Directors are assigned to each class in accordance with a resolution or resolutions adopted by the board of directors, each class consisting, as nearly as possible, of one-third the total number of directors. There are currently thirteentwelve members of our board of directors, consisting of four Class I directors, fivefour Class II directors and four Class III directors, and there is one vacancy within the class of Class II directors.

        At the 20112013 Annual Meeting, fivefour nominees will be elected as Class III directors to serve for a term expiring at the 20142016 Annual Meeting of Stockholders. The directors in each of Class III and Class III are serving terms expiring at the Company's Annual Meeting of Stockholders in 20132014 and 2012,2015, respectively.

        AllEach of the nominees for Class III director, Stephen W. Fesik, Dirk D.Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard M. Stein, Charles F. Wagner, Jr. and Bernhard Wangler, areA. Packer, is currently serving as a Class II directors.I director. All nominees were unanimously approved by our board of directors, including unanimous approval by our independent directors, upon the unanimous recommendation of the Nominating Committee, which is comprised of three independent directors.

        Unless marked otherwise, proxies received will be votedFOR the election of each of the fivefour nominees for the office of director. If any such nominee is unwilling or unable to serve as a nominee for the office of director at the time of the 20112013 Annual Meeting, the proxies may be voted either (1) for a substitute nominee who shall be designated by the present board of directors to fill such vacancy or (2) for the other nominees only, leaving a vacancy. Alternatively, the size of the board of directors may be reduced so that there is no vacancy. The board of directors has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

        The Board of Directors recommends a vote FOR the election of each of the nominees for Director.

Certain Information Regarding Directors and Nominees

        The biographies of each of the nominees and continuing directors below contain information regarding each person's service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director of the Company in 2011.2013.

Nominees for Election to a Three-Year Term Expiring at the 20142016 Annual Meeting

Directors Continuing in Office until the 2014 Annual Meeting

BOARD LEADERSHIP STRUCTURE

        Under our bylaws, the chairman of the Company's board of directors has the power to preside at all meetings of the board. Dr. Frank Laukien, our Chief Executive Officer and President, serves as the Chairman of our board of directors and has done so throughout the time we have been a public company. Although the board believes that the combination of the Chairman and Chief Executive Officer roles is appropriate in the current circumstances, the board does not have a fixed policy regarding the combination or separation of the offices of Chairman and Chief Executive Officer. Our board of directors believes that it should have the flexibility to make these determinations at any given point in time in the way that it considers best to provide appropriate leadership for the Company at that time.

        The Chief Executive Officer is appointed by our board to manage the Company's daily affairs and operations. Dr. Frank Laukien's extensive industry knowledge and long history of direct involvement in the Company's operations make him best suited to serve as Chairman in order to (i) lead the board in productive discussions on important matters affecting the Company; (ii) create a firm link between management and the board and promote the development and implementation of corporate strategy; (iii) determine necessary and appropriate agenda items for meetings of the board with input from the independent lead director and board committee chairpersons; and (iv) determine and manage the amount of time and information devoted to discussion and analysis of agenda items and other matters that may come before the board. Additionally, his significant equity ownership, at over 23% of the outstanding shares of the Company's common stock, means that he has a close and direct alignment of interests with the interests of our other shareholders.

        While we believe that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of the Company and its shareholders at this time, our board structure also fosters strong oversight by independent directors. Since 2004, an independent lead director has been appointed by the independent directors to ensure an independent leadership contact. The lead director's responsibilities include: (i) consulting with the Chairman regarding agenda items for board meetings; (ii) chairing executive sessions of the independent directors; (iii) calling executive sessions of the independent directors of the board and advising the Chairman and Chief Executive Officer of actions or deliberations at such sessions; (iv) acting as a liaison between the independent directors and the full board, as necessary; and (iv) establishing, in consultation with the Chairman and Chief Executive Officer and any appropriate board committees, procedures to govern the board's work, ensuring that the board of directors is appropriately approving strategy and supervising management's progress. Dr. William Linton has served in the role of lead director since the position was established in 2004. The Chairman and Chief Executive Officer consults periodically with the lead director on governance matters and on issues facing the Company. In addition, the lead director serves as the principal liaison between the Chairman and the independent directors and presides at executive sessions of independent directors at regularly scheduled in-person board meetings. The board of directors believes that this approach appropriately and effectively complements the Company's combined Chairman and Chief Executive Officer.

BOARD MEETINGS, COMMITTEES AND COMPENSATION

        There are thirteencurrently twelve members of our board of directors. Sevendirectors and there is one vacancy within the class of directors serving for a term expiring at our 2014 Annual Meeting. Eight of our twelve current directors, namely Wolf-Dieter Emmerich, Stephen W. Fesik, Brenda J. Furlong, Marc A. Kastner, Richard D. Kniss, William A. Linton, Richard A. Packer, and Charles F. Wagner, Jr.Chris van Ingen, meet the independence requirements of the NASDAQ Stock Market LLC, or NASDAQ, listing standards.

        During fiscal year 2010,2012, the board of directors of the Company held seveneight meetings. EachOur incumbent directors, on average, attended approximately 98% of board and committee meetings during 2012. No director attended at leastless than 75 percent of the total number of 2012 meetings of the board of directors and board committees of which he or she was a member in 2010.member. It is the policy of our board of directors that at least two directors, including at least one independent director, attend our Annual Meeting, either in person or by telephonic conference. Three directors attended our 20102012 Annual Meeting.

        As described below, the board of directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee.

        Audit Committee.    The Audit Committee of the board of directors is currently comprised of Brenda J. Furlong, Richard A. Packer, and Charles F. Wagner, Jr.,Chris van Ingen, each of whom satisfy the applicable independence requirements of the rules and regulations of the SEC and NASDAQ. Under these rules, we are required to have an Audit Committee consisting of at least three independent members. The Audit Committee met fourseven times during 2012 in regular session. During 2012, the 2010 fiscal year. EachAudit Committee also met periodically in connection with the Company's review of legal compliance matters at certain of its subsidiaries operating in China and Hong Kong. Ms. Furlong, Chair of the Audit Committee, and Mr. Wagner qualifies as an audit committee financial expert pursuant to applicable SEC rules and regulations.

        The Audit Committee provides assistance to the board of directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the Company and its subsidiaries. The Audit Committee works extensively with the independent auditors, pre-approves all audit and non-audit services provided to the Company by its independent auditors, reviews the performance of the independent auditors and replaces or terminates the independent auditors when circumstances warrant. The Audit Committee is also charged with establishing and monitoring procedures for (i) the receipt, retention or treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential submission by the Company's employees of concerns regarding questionable accounting or auditing matters. None of the members of the Audit Committee has participated in the preparation of any financial statements of the Company at any time during the last three fiscal years.

The Audit Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Compensation Committee.    The Compensation Committee, which is comprised of Wolf-Dieter Emmerich, Stephen W. Fesik and Richard D. Kniss, all of whom meet the independence requirements of the NASDAQ Listing Rules, met sixeleven times during the 2010 fiscal year.2012. Mr. Kniss is the Chairman of the Compensation Committee. The Compensation Committee (i) administers the Company's stock option plan; (ii) determines the chief executive officer's salary, bonus, and equity based compensation; (iii) oversees the executive compensation program for the Company's other executive officers; and (iv) determines such compensation, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors. From time to time, the Company expects that various of its senior executive officers will provide analysis and recommendations to the Compensation Committee on compensation issues, as requested by the Compensation Committee. In particular, the Chief Executive Officer annually evaluates the performance of the Chief Financial Officer and makes recommendations to the Compensation Committee regarding the Chief OperatingFinancial Officer's compensation. Additionally, the Chief Financial Officer annually evaluates the performance of the Company's executive officers other than the Chief Executive Officer and makes recommendations to the Compensation Committee regarding the compensation of these executive officers. The Compensation Committee reviews these performance evaluations and recommendations and, if the Committee deems appropriate, adopts the recommendations with little to no change. Our Chief Executive Officer, Chief Financial Officer and the DirectorGlobal Vice President of Human Resources may routinely attend meetings of the Compensation Committee to provide information relating to matters the Compensation Committee is considering. The

Compensation Committee may, from time to time, meet in executive session without any executive officers present. The Compensation Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Nominating Committee.    The Nominating Committee which is comprised of Wolf-Dieter Emmerich, William A. Linton and Richard A. Packer, all of whom meet the independence requirements of the NASDAQ Listing Rules, was established by the board of directors in May 2010.Rules. Mr. Packer is the Chairman of the Nominating Committee. The purpose of the Nominating Committee is to assist the board in identifying and recruiting individuals qualified to become board members, consistent with criteria approved by the board, and to recommend to the board nominees for election to the office of director at the next annual meeting of stockholders, or for election to fill any vacancies between annual meetings. While the board of directors retains responsibility for selecting nominees and recommending them for election by the Company's stockholders, the Nominating Committee is responsible for developing and implementing a process to identify qualified and willing candidates for recommendation to the board. The Nominating Committee is assisted by non-voting advisors from our board, including Dr. Frank Laukien, our Chairman, President, CEO and largest stockholder, and Mr. Joerg Laukien, a director and significant stockholder. The role of the advisors is to provide input to the Nominating Committee fromas major shareholders of the Corporation. The Nominating Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        The Nominating Committee did not meetmet one time during fiscal year 2010. The2012. In addition to this meeting, members of the Nominating Committee met twicecommunicated periodically throughout the year regarding candidates for director and director nomination matters. At a meeting held in March 2011 andFebruary 2013, the Nominating Committee unanimously recommended the current slate of nominees for director to the full board of directors, as well as the election of Marc A. Kastner to fill one of two vacancies on the Company's board of directors.

        In addition to the standing committees described above, in April 2013 the board of directors established a temporary BEST Special Committee, comprised of Chris van Ingen, Frank Laukien and Joerg Laukien, to focus on key issues relating to the Company's Bruker Energy and Supercon Technologies division.

DIRECTOR NOMINATIONS

        On March 3, 2004, the Company adopted a policy by board resolution governing the nomination of directors, according to which the full board of directors approves all nominees for board membership. All nominees must also be approved by a majority of the Company's independent directors. Upon recommendation of the Nominating Committee, the qualifications of candidates will be reviewed by at least a majority of the independent directors of the Company, as well as the full board of directors. Stockholders may recommend director candidates for inclusion by the board of directors in the slate of nominees which the board recommends to stockholders for election as described below.

        The process followed to identify and evaluate potential candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by the members of the Nominating Committee, the independent directors and the board. The Nominating Committee, the independent directors and the board are each authorized to retain advisers and consultants and to compensate them for their services. No such advisers or consultants were retained for this purpose during fiscal year 2010.2012.

        The Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but strives to identify and recruit director candidates with a variety of complementary skills so that, as a group, the board will possess the appropriate talent, skills and expertise to oversee the Company's business. When considering a potential director candidate, the

Nominating Committee evaluates the entirety of each candidate's experience and qualifications. The Nominating Committee looks for personal and professional integrity, demonstrated ability and judgment and business experience.

        In considering whether to recommend any candidate for inclusion in the board's slate of recommended director nominees, the board and the independent directors apply the criteria which are set forth in a resolution of the board approved and adopted on March 3, 2004.

        These criteria include, but are not limited to, the following:

•

experience in aspects of business or technology relevant to the Company's business;



•

sufficient time available to devote to the affairs of the Company;



•

character and integrity;



•

ability to represent the best interests of stockholders as a whole rather than special interest groups;



•

willingness to participate actively as a board member; and



•

communication, decision-making and interpersonal skills.

        The board and the independent directors may also consider the following for some of the director nominees:

•

experience serving as a director of a public company;



•

familiarity with corporate governance issues;



•

independence, as determined in accordance with SEC rules and regulations and NASDAQ listing standards;



•

experience in running a comparable company or division of a comparable company;



•

insight into the Company, its strategy, business model, operations, and financials;



•

knowledge of industry trends and markets; and

•

qualification as an "audit committee financial expert" to serve on the Audit Committee in accordance with SEC and NASDAQ definitions.

        In evaluating candidates recommended by the Nominating Committee, the board and the independent directors do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

        Although the Company does not have a specific policy with respect to the nomination of directors by stockholders, the Nominating Committee will consider nominations made by stockholders. The Company believes that it is not necessary to have a policy for director nominations by stockholders because the board of directors, including the Nominating Committee and the independent directors, is able to effectively locate and evaluate potential candidates for nomination to the board of directors due to the directors' intimate knowledge of the Company and the life science industry. However, stockholders may communicate directly with the Nominating Committee of the board of directors by written communication submitted to Richard M. Stein at the address set forth below under "Stockholder Communications." Mr. Stein shall be primarily responsible for monitoring the communications and providing summaries or copies of such communications to the Nominating Committee or the board of directors as he deems appropriate, and, as described below, will submit communications to the Nominating Committee or the board of directors, as appropriate, relating to

corporate governance matters and long-term corporate strategy. Stockholders may use this process to suggest potential nominations to the board of directors. Such suggested nominations shall be forwarded to the Nominating Committee and the proposed candidates shall be evaluated using substantially the same process and applying the same criteria as used and applied in evaluating candidates submitted by board members. Nominations must be received by the Company within the timeframe set forth herein under "Time for Submission of Stockholder Proposals."

        At the 20112013 Annual Meeting, stockholders will be asked to consider the re-election of Stephen W. Fesik, Dirk D.Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard M. Stein, Charles F. Wagner, Jr. and Bernhard WanglerA. Packer to serve as Class II directors, allI directors. All of whomthe nominees for director are standing for electionre-election following the unanimous recommendation for nomination first by the Nominating Committee, and then by the full board of directors, including the unanimous approval of all of the Company's independent directors.

ROLE OF THE BOARD IN RISK OVERSIGHT

        Our board of directors considers general oversight of the Company's risk management efforts to be a responsibility of the entire board. The Audit and Compensation Committees assist the board in carrying out this responsibility by focusing on specific key areas of risk that our business faces. The board's role in risk oversight includes receiving regular reports from members of senior management on areas of material risk to the Company, or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, strategic and reputational risks. The full board of directors, or the Audit Committee in the case of financial and compliance risks that are within the oversight of the Audit Committee or the Compensation Committee in the case of matters relating to our compensation policies and practices, receives these reports from members of management to enable the board or the Audit or Compensation Committee, as applicable, to understand the Company's risk identification, risk management, and risk mitigation strategies. To facilitate this process and assist the Audit Committee in fulfilling its responsibility for monitoring legal and compliance risks, our director of internal audit, who reports directly to our Senior Vice President, Corporate Finance and Accounting, also has a dotted line reporting relationship to the chairperson of the Audit Committee. The Audit Committee chairperson is authorized to give instructions and assignments directly to the director of internal audit, as to which assignments the director of internal audit reports directly and only to the Audit Committee chairperson. When a report is evaluated at the Audit Committee level, the chairperson of the Audit Committee subsequently reports on the matter to the full board to ensure coordination of the board's risk oversight activities. Our board of directors also believes that risk management is an integral part of our strategic planning process, which addresses, among other things, the risks and opportunities facing the Company.

COMPENSATION OF DIRECTORS

        We pay the non-employee members of our board of directors a mix of cash and share-based compensation based on the determination of the Compensation Committee. Employee directors, including Dr. Frank Laukien Dr. Dirk Laukien and Mr. Joerg Laukien, receive compensation only as employees of the Company and receive no additional compensation for service as a director. Similarly, Dr. Tony Keller, a former employee director who retired at the expiration of his term in May 2012, and Dr. Dirk D. Laukien, a former employee director who resigned from the board of directors and from his position as Senior Scientific Fellow of the Company effective March 31, 2010, receivesJuly 10, 2012, did not receive compensation for his ongoing service to the Bruker BioSpin Group and receives no additional cash compensation as a director of the Company.director. Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board or committees thereof.

Components of Director Compensation

        Effective April 1, 2012, the Compensation Committee approved certain changes to non-employee director cash compensation after consideration of a survey of director compensation at comparable

public companies and comparison of the survey results to the Company's director compensation practices established in 2006. During 2010,2012, directors other than the employee directors and Dr. Tony Keller were paid cash compensation according to the following schedule:

        In addition to the cash component of director compensation, share-based awards are made annually to non-employee directors as a component of their compensation. On January 5, 2010,2012, the Company granted each non-employee director, other than Mr. Richard Stein, an annual equity award consisting of an option to purchase 6,000 shares of common stock. The 20102012 option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 5, 2011.2013. Effective for grants beginning in 2013, during 2012 the Compensation Committee approved an increase in the number of shares covered by the annual grants to non-employee directors, other than Mr. Stein so long as he remains a partner at Nixon Peabody LLP, to 10,000 shares from 6,000 shares. On January 5, 2011,7, 2013, annual equity awards were granted to all non-employee directors other than Mr. Stein. The 20112013 grants to non-employee directors again consisted of an option to purchase 6,00010,000 shares of common stock. The 2011 grants veststock, which option vests ratably in annual installments over three years on the anniversary of the grant date, beginning on January 5, 2012.7, 2014.

        Throughout 2012, Dr. Wolf-Dieter Emmerich, Ms. Brenda Furlong, Dr. Tony Keller, Dr. Frank Laukien, Mr. Joerg Laukien, Mr. van Ingen and Mr. Charles F. Wagner, Jr., the Company's Executive Vice President and Chief Financial Officer, also serveserved as members of the board of directors of Bruker Energy & Supercon Technologies, Inc. ("BEST"), or BEST, a wholly-owned subsidiary of the Company. As non-employee directors of BEST, Dr. Emmerich, Ms. Furlong and Mr. Wagner arevan Ingen were each entitled to receive $15,000 as an annual retainer, payable in four equal quarterly installments per annum, as well as meeting fees of $1,000 per meeting attended. Additionally, until accepting employment with the Company in June 2012, Mr. Wagner was entitled to receive $15,000 as an annual retainer and meeting fees of $1,000 per meeting attended for his service as a non-employee director of BEST. In 2012, Dr. Emmerich receivesreceived additional compensation of $7,500 per year for service as chair of the Compensation Committee of the BEST board of directors. For hisdirectors and $10,000 for service as a BEST director and chair ofon the BEST Compensation Committee, which began in March 2010, Dr. Emmerich received a pro-rated portion of the 2010 annual retainer and Compensation Committee compensation.Audit Committee. Ms. Furlong receivesreceived additional compensation of $15,000 per yearin 2012 for service as chair of the Audit Committee of the BEST board of directors. Mr. Wagner receivesvan Ingen received additional compensation of $10,000 per yearin 2012 for service onas the Audit CommitteeExecutive Chairman of the BEST board of directors. For hisdirectors and $5,000 for service on the BEST Compensation Committee. Mr. Wagner received total compensation of $15,500 for service on the BEST board of directors in 2012, including $5,000 for service on the BEST Audit Committee. On August 13, 2012, the Company granted each of Dr. Emmerich, Ms. Furlong, Dr. Keller, Mr. van Ingen, Mr. Joerg Laukien and Mr. Wagner an equity award for service as a BEST director, and memberconsisting of the BEST Audit Committee, which began in June 2010, Mr. Wagner received a pro-rated portion of the 2010 annual retainer and Audit Committee compensation. In April 2010, Dr. Emmerich was granted optionsan option to purchase 10,000 shares of BEST common stock upon his election to the BEST board. Additionally, as newly-appointed chair of the BEST Compensation Committee, in July 2010 Dr. Emmerich received options to purchase an additional 5,000 shares of BEST common stock. Mr. Wagner was also granted options to purchase 10,000 shares of BEST common stock in July 2010 in connection with his election toof the BEST board.

The 2010 BESTCompany. These option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning in 2011.on August 13, 2013.

        The following table provides information concerning the compensation paid by us to each of our non-employee directors for the fiscal year ended December 31, 2010.2012. The compensation received bypaid to Dr. Frank Laukien, our President and Chief Executive Officer, and to Mr. Wagner, our Executive Vice

President and Chief Financial Officer, is shown in the 20102012 Summary Compensation Table on page 3138 of this proxy statement. For his continued service to the Bruker BioSpin Group in 2012, Dr. Keller received total compensation of 57,850 Swiss Francs, or approximately $61,700 based on an average conversion rate of 1 Swiss Franc = $1.066. Dr. Keller's 2012 compensation included an automobile allowance of 7,189 Swiss Francs, or approximately $7,664. The compensation paid in 2012 to each of Dr. Dirk Laukien and Mr. Joerg Laukien as employees of the Company as well as to Dr. Keller for his service to the Bruker BioSpin Group, is described in this proxy statement under the heading "Transactions"Transactions with Related Persons" beginning on page 34 of this proxy statement.Persons."

20102012 Director Compensation Table

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding beneficial ownership of the Company's common stock as of April 5, 2011March 22, 2013 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's common stock, (ii) each of our directors and nominees for director, (iii) each named executive officer of the Company, as defined in "Summaryunder the heading "Summary of Executive Compensation," and (iv) all directors and executive officers who served as directors or named executive officers as of April 5, 2011March 22, 2013 as a group. Unless otherwise noted, the address of each beneficial owner is c/o Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821.

EXECUTIVE OFFICERS

        The Company's executive officers are:

        Our executive officers are elected annually by the board of directors and serve until their successors have been duly elected and qualified. Ourdirectors. In February 2013, our board of directors has determined thatdesignated the Company has no otherpersons listed above as the Company's executive officers as offor the date of this proxy statement and had no other executive officers duringfiscal year ending December 31, 2013. During the fiscal year ended December 31, 2010.2012, Dr. Frank Laukien, Mr. Knell, Dr. Munch, Dr. Burkhard Prause and Stephan Westermann served as executive officers of the Company. Additionally, Mr. Wagner has served since July 2012 as our Executive Vice President and Chief Financial Officer and Mr. William Knight served as Chief Financial Officer until July 2012 and as Chief Operating Officer until February 2012. For biographical information relating to Dr. Frank Laukien, who serves as both an executive officer and a director of the Company, please see "Certain"Certain Information Regarding Directors and Nominees"Nominees" above. Biographical information relating to our current non-director executive officers is presented below.

        William J. Knight.Charles F. Wagner, Jr.    In November 2009, Mr. Knight was appointed Chief Operating Officer of the Company effective February 1, 2010. Prior to assuming his current role, Mr. KnightWagner has served as the Company's Executive Vice President and Chief Financial Officer from October 2004 until Februarysince July 2012. From November 2010 and as Treasurer from October 2004 to March 2009.2012, Mr. Knight served asWagner was the Executive Vice President of Finance and Administration and Chief Financial Officer of Anika Therapeutics, Inc.,Progress Software Corporation, a provider of therapeutic products, from 2002 to 2004. He alsoenterprise software located in Bedford, Massachusetts. Mr. Wagner served as Vice President and Chief Financial Officer of Zycos,Millipore Corporation, a global provider of products and services in the life science tools market, from 2007 until July 2010, when Millipore was acquired by Merck KGaA. Mr. Wagner joined Millipore in 2002 and from 2003 to 2007 served as Vice President, Strategy and Corporate Development. From 1997 to 2002, he served in various roles at Bain & Company after having served as Manager, Accounting Analysis, at Millipore from 1995 to 1996 and as Manager at Coopers & Lybrand from 1990 to 1995. Mr. Wagner served as a director of the Company and member of the Audit Committee from August 2010 to June 2012. Additionally, from 2010 to March 2013, Mr. Wagner served as a director of Bruker Energy & Supercon Technologies, Inc., where he was a developermember of DNA-based therapeutic products,the Audit Committee. Mr. Wagner holds a B.S. from 2000Boston College and a M.B.A. from Harvard Business School.

        Michael G. Knell.    Mr. Knell has served as the Company's Vice President of Finance and Chief Accounting Officer since March 2012. Prior to 2002,joining the Company, Mr. Knell was with Ernst & Young LLP in its Boston office, where since 1998 he served in various roles, including most recently as Partner—Assurance Services and as Chief Financial Officera senior manager of NMT Medical, Inc.,Assurance Services from 2006 until his promotion to partner in July 2011. Mr. Knell's audit experience at Ernst & Young included service for a providervariety of cardiovascularclients in the retail, consumer products and neurological medical devices, from 1998 to 2000.manufacturing industries. Mr. KnightKnell is a Certified Public Accountant in Massachusetts and holds a B.B.A.Bachelor of Science degree in AccountingBusiness Administration from the State University of New York at Buffalo.

        Bernd Gewiese, Ph.D.    Dr. Gewiese has served since January 2013 as Co-President of Bruker BioSpin Corporation, a wholly-owned subsidiary of the Company, and, together with Dr. Maas, is responsible for the global operations of our Bruker BioSpin Group, which manufactures and distributes magnetic resonance and preclinical imaging instrumentation in the basic research, life sciences and industrial markets. Dr. Gewiese has served since 2010 as Co-President, and since 2007 as Executive Vice President, of the Company's Bruker BioSpin operating division. He also served as Executive Vice President of Bruker BioSpin Corporation from 2008 until January 2013. From 1999 to 2007, Dr. Gewiese has served in a variety of management roles within Bruker BioSpin GmbH, Bruker BioSpin MRI GmbH Bruker BioSpin Corporation. He joined Bruker BioSpin MRI GmbH in 1992 as MRI product manager, after five years of scientific work in MRI at the Steglitz Klinikum of the Free University of Berlin. Dr. Gewiese holds a Ph.D. in in-vivo NMR/MRI from the Technical University of Berlin, Germany.

        Werner E. Maas, Ph.D.    Dr. Maas has served since January 2013 as Co-President of Bruker BioSpin Corporation, a wholly-owned subsidiary of the Company, and, together with Dr. Gewiese, is responsible for management of the global operations of our Bruker BioSpin Group, which manufactures and distributes magnetic resonance and preclinical imaging instrumentation in the basic research, life sciences and industrial markets. Dr. Maas has served since 2010 as Co-President, and since 2007 as Executive Vice President, of the Company's Bruker BioSpin operating division. He also served as Executive Vice President of Bruker BioSpin Corporation from 2008 until January 2013. Dr. Maas joined Bruker BioSpin in 1992 as a Postdoctoral Fellow, after which he served as a research scientist. From 2001 to 2010 he served as Bruker BioSpin's Vice President for R&D and also served from 2005 to 2010 as Vice President of Bruker BioSpin MRI, Inc. Dr. Maas holds a Ph.D. in Chemistry from the University of Wisconsin.Nijmegen in The Netherlands.

        Brian P. Monahan.Mark R. Munch, Ph.D.    In November 2009, Mr. Monahan was appointed Chief Financial OfficerDr. Munch has served since September 2012 as President, Bruker MAT Group, with responsibility for management of the global operations of our Bruker MAT Group, which manufactures and distributes the Company's advanced analytical X-ray technologies and spark-optical emission spectroscopy, atomic force microscopy and stylus and optical metrology instrumentation used in non-destructive molecular, materials and elemental analysis. Dr. Munch has also served as President of Bruker Nano, Inc., a wholly-owned subsidiary of the Company, effectivesince October 2010. Prior to joining Bruker Nano, Inc., from February 1, 2010. From March 2009 until assuming his role as Chief Financial Officer, Mr. Monahan served as Chief Accounting Officer and2008 to October 2010 Dr. Munch was Executive Vice President of Finance.Veeco Instruments Inc. Dr. Munch has also served as a Senior Vice President of Coherent, Inc. from February 2006 to January 2008 and as President and Chief Executive Officer of Cooligy, Inc., a subsidiary of Emerson Electric, from 2004 to 2006. Dr. Munch's background includes over 23 years of experience in marketing, product development, operations and sales, as well as experience in managing significant business units of multi-national corporations. Dr. Munch holds a Bachelor of Science degree in Chemical Engineering from the University of Colorado and a Master of Science degree and Ph.D. in Chemical Engineering from Stanford University.

        Juergen Srega.    Mr. MonahanSrega joined the Company as President, Bruker CALID Group in April 2004 as Corporate ControllerJanuary 2013. In this position Mr. Srega is responsible for management of the global operations of our Bruker CALID Group, which manufactures and was appointed Chief Accounting Officer and Vice President of Finance in March 2009. In addition to his corporate responsibilities, Mr. Monahan has served in various financial and operational roles atdistributes the Company's Bruker Daltonics division. Beforemass spectrometry and chromatography instruments for life science and applied markets, as well as analytical instruments for chemical, biological, radiological, nuclear and explosives detection and research and process instruments based on infrared and Raman molecular spectroscopy technologies. Prior to joining the Company, Mr. MonahanSrega served as Managersince 1996 in a variety of Accounting and Financial Reportingsenior management roles at Thermo Fisher Scientific International, Inc., a global provider of analytical instruments, equipment, reagents and consumables, software and services for research, analysis, discovery and diagnostics headquartered in Waltham, Massachusetts. At Thermo Fisher Scientific, Mr. Srega led a number of significant operating divisions, including as Vice President and General Manager Biomarkers, BRAHMS GmbH, from December 2002 through April 20042011 to 2012, Vice President and asGeneral Manager Scientific Instruments Division Global Products from 2005 to 2011 and Vice President and

General Manager Advanced MS from 1996 to 2004. Prior to 1996, Mr. Srega was with Badenwerk AG, a German power utility company located in Karlsruhe, Germany, from 1988 to 1995 and an audit manager for PricewaterhouseCoopers LLPemployee of Bruker GmbH from July 1999 through December 2002.1980 to 1988. Mr. Monahan is a Certified Public Accountant andSrega holds a B.S.B.A. in AccountingFinance from theNord Akademie in Hamburg, Germany and a B.A. in Engineering from Karlsruhe University of Massachusetts.Applied Sciences in Karlsruhe, Germany.

COMPENSATION DISCUSSION AND ANALYSIS

        This Compensation Discussion and Analysis ("CD&A") describes the principles, objectives, and features of our executive compensation program, which is generally applicable to each of our senior officers. However, this CD&A focuses primarily on the program as applied to our Chief Executive Officer and the other named executive officers included in the Summary Compensation Table, whom we refer to collectively in this proxy statement as the "named executive officers." For 2012, our named executive officers were:

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Dr. Frank H. Laukien, Chairman, President and Chief Executive Officer



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Mr. Charles F. Wagner, Jr., Executive Vice President and Chief Financial Officer since July 2012



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Mr. William J. Knight, Chief Financial Officer until July 2012 and Chief Operating Officer until February 2012



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Mr. Mark R. Munch, President, Bruker Nano, Inc. and Bruker MAT Group



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Dr. Burkhard Prause, President, Bruker Energy & Supercon Technologies, Inc.



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Mr. Stephan Westermann, Executive Vice President–Order Execution, Production & Logistics of Bruker Scientific Instruments and Executive Vice President–Operations of Bruker BioSpin Group

Executive Overview

        Our executive compensation program is designed to attract, motivate and retain the individuals that lead the Company. Our approach to compensation for our executive officers targets a mix of competitive salaries, performance-based cash incentive awards linked to corporate and individual objectives and long-term equity incentive awards. We believe that our compensation policies and practices are effectively designed to motivate and reward performance, and that the mix of compensation elements creates incentives that are closely aligned with increasing shareholder value.

        Our performancebusiness strategy is to create value for our stockholders based on our ability to innovate and generate rapid revenue growth, both organically and through acquisitions. Achieving improvements in fiscal year 2010 wasour gross profit margins and operating margins is also critical to our success. In 2012, our revenues grew by 8.5% to $1.79 billion, despite a difficult economic environment in certain of our key markets. Adjusted for changes in foreign exchange rates and recent acquisitions, our 2012 revenues grew by 11.9%. While we reported improvement in our gross margins on a GAAP basis, our GAAP operating margins declined, primarily due an increase in impairment and other one-time charges in 2012. On an adjusted basis, however, both our gross margins and operating margins increased. As a result of increasing pricing pressures, changes in the mix of products sold toward lower margin products and increases in production costs, particularly in our Bruker CAM operating division, the increases in both adjusted operating margins and adjusted gross margins were not as strong as our year-over-year revenue grew by 17%the increases we had established as goals for 2012. Our earnings per share on a GAAP basis declined to $1.3 billion and our stock price increased approximately 38%. Despite continuing uncertainty$0.46 per share in the global economic environment throughout much2012 from $0.55 per share in 2011, primarily as a result of 2010, we realized solid improvements in keyvarious non-recurring charges. Adjusted for certain non-recurring items, 2012 earnings per share of $0.83 was little changed compared to $0.82 for 2011.

measures such as gross profit margin and operating income and our earnings per share grew by approximately 18%. During the year we also completed several strategically important acquisitions that offered opportunities to enhance our product portfolio and expand our market reach, and we made significant progress toward integrating the acquired businesses.

        Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for fiscal year 2010,2012, as approved by the Compensation Committee:

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Salaries.  Due to the uncertainty of the economic climate, certain membersFor each of our management team, including each of the current executive officers had voluntarily accepted temporary salary reductions for fiscal 2009 ranging from 10% to 25%serving as of their respective 2008 base salary. For the fiscal year ended December 31, 2010,January 1, 2012, the Compensation Committee restored ourapproved 2.5% salary increases. In connection with Mr. Wagner's joining the Company as Chief Executive Officer's base salary toFinancial Officer, the Compensation Committee approved significant changes in the level it had been in 2008 priorand mix of compensation paid to his accepting a 25% voluntary reduction for fiscal 2009. Salaries for our Chief Operating Officer and our Chief Financial Officers were maintained atOfficer, including the levels set by the Compensation Committee in November of 2009 upon their promotions to their respective positions.base salary.



•

Performance-Based Cash Incentive Awards and Payouts.  Consistent with our pay-for-performance philosophy, a significant portion of our executive officers' total compensation potential for fiscal year 20102012 was linked to achievement of corporate and individual quantitative and qualitative goals.



•

As with past years, the Compensation Committee established specific fiscal year 20102012 quantitative and qualitative goals for each executive officer. For fiscal years beginning with 2010, however, the Compensation Committee revised the Company's methodology for determining the amounts to be awarded to our named executive officers based on annual quantitative and qualitative performance goals in order to more closely align bonus potential with actual performance. Under the revised methodology, the paymentPayment for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals is calculated based on percentage achievement of the quantitative target goal, with no threshold or maximum. Payments for full or partial achievement of qualitative goals are made in a range of 50% to 100%, based on the Compensation Committee's determination of the level of achievement with respect to each qualitative goal.



•

For fiscal years 2010 through 2012, theThe Compensation Committee determined thatestablished 2012 quantitative performance targets related to revenue growth, gross margin improvement, operating margin improvement, earnings per share and working capital management are an appropriate mix of targets for measuring our executive officers' contributions to achieving the Company's strategic goals. For each of the years 2010, 2011Chief Executive Officer and 2012, performance of our executive officers is to be measured againstChief Financial Officer based on our business plan goals for these key metrics,metrics. Quantitative goals represented 70% of these executive officer's total cash incentive compensation potential, with specific target levelsthe remaining 30% allocated to beindividual qualitative factors established annually.by the Compensation Committee. The mix of quantitative and qualitative goals approved by the Compensation Committee for our other executive officers varied based on individual roles, responsibilities and key performance drivers.



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Annual cash incentive awards for fiscal 20102012 rewarded our Chief Executive Officer and Chief Financial Officer for achieving our goal for revenue growth, but also reflected the fact that other financial or individual goals either were not achieved or were only partially achieved. 2012 performance metrics of our other named executive officers for exceeding our financial goals. Our executive officers received 147%reflected goals tied to the performance of their 2010respective areas of direct influence. Based on 2012 quantitative goals and performance results, cash incentive payments for performance against quantitative goals ranged from 61% to 114% of our executive officers' target bonuses linked to their 2012 quantitative bonus targets based on our actual performance relative to the target levels.targets. In addition, our executive officers earned varyingreceived amounts based on their relative levelsranging from 50% to 100% of achievement with respecttarget bonuses linked to their individual2012 qualitative bonus goals.targets.



•

As named executive officers assume greater responsibility, a larger portion of their total cash compensation is designed to and does become dependent on Company and individual performance. For example, for fiscal 2010, amounts earned by our Chief Executive OfficerOfficer's potential cash incentive compensation for 2012, based upon achievementon achieving targeted levels of performance relative to the corporate financial goals and individual qualitative goals established for him by the Compensation Committee, represented 59%more than 50% of his total 2010potential cash compensation.

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Long-Term Incentive Awards.  Upon consideration of a variety of factors, including our stock price, outstanding equity awards, and substantial equity awards in 2009 to our Chief Operating Officer and Chief Financial Officer,In 2012, the Compensation Committee did not grant equityapproved long-term incentive awards to certain of our executive officers, including awards of 100,000 shares of restricted stock to Dr. Laukien and 88,028 shares of restricted stock to Mr. Wagner, in 2010.each case valued at approximately $1,000,000 on the date the award was granted. Additionally, Dr. Prause was awarded options to purchase 55,000 shares of our common stock and Mr. Knell was

awarded options to purchase 35,000 shares of our common stock. All such awards are subject to time-based vesting.

2011 Say on Pay Vote

        In May 2011, our stockholders cast an advisory vote on the Company's executive compensation decisions and policies as disclosed in the proxy statement for the 2011 Annual Meeting of Stockholders. Over 99 percent of the shares voted on the matter at the 2011 Annual Meeting of Stockholders approved the compensation decisions and policies described in the 2011 proxy statement. The Compensation Committee again considered this result in 2012 and determined that it was not necessary to make any material changes to the Company's compensation policies and practices in response to the most recent advisory vote. At the Company's 2011 Annual Meeting of Stockholders, our stockholders also voted on a proposal on the frequency of future stockholder advisory votes regarding the compensation of the Company's named executive officers. A frequency of once every three years received the highest number of votes cast, as well as a majority of the votes cast on the proposal. Consistent with these results, our stockholders will next be asked to cast an advisory vote regarding executive officer compensation at the Company's 2014 Annual Meeting of Stockholders.

Executive Compensation Philosophy

        Our key objectives in structuring and determining executive compensation are to:

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attract and retain qualified executive officers;officers by offering competitive compensation packages;



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motivate existing officers to perform;



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reward outstanding corporate performance;perform by providing meaningful incentive-based compensation;



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align compensation with Bruker CorporationCorporation's annual and long-term performance goals;



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enhance our profitability; and



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maximize stockholder value.focus our leadership team on creating value for our stockholders.

        To achieve these objectives, we have embraced a compensation philosophy that seeks to align compensation with our strategic objectives and reward our executive officers for meeting certain performance goals. Executive compensation is based in part on a pay-for-performance philosophy, through annual incentive bonus awards which emphasize both company and individual performance measures that correlate closely with the achievement of our short and long term performance objectives. To motivate our executive officers, we focus on cash compensation in the form of salary and bonus, a portion of which is tied to the individual's performance, and we augment this cash compensation annually with equity grants. In structuring executive compensation, the Compensation Committee focuses on our goal of long-term enhancement of stockholder value through grants of equity incentive awards with extended vesting schedules.

Compensation Process and Methodology

        Our executive compensation program is administered by the Compensation Committee of the board of directors. The Compensation Committee oversees the Company's stock optionequity incentive plan, determines the chief executive officer's salary, bonus, and equity-based compensation, oversees the executive compensation program for our other executive officers, including reviewing and approving the overall values and forms of compensation for the named executive officers listed in the 20102012 Summary Compensation Table included in this proxy statement as well as for other officers, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors.

Role of the Compensation Committee

        The Compensation Committee annually assesses competitive market compensation for our executive officers using a variety of sources, including cash compensation data derived from an independent source, Salary.com's CompAnalyst Executive,sources for a reference group of publicly-traded companies in the same or similar industries. Although individual pay is driven largely by individual and corporate performance considerations, the Compensation Committee uses the reference group data as a "market check" to ensure that individual cash compensation levels remain reasonable and competitive. Although theThe companies in the reference group vary in terms of size, with some being significantly larger than us and others being significantly smaller than us,as the Compensation Committee believes that a reference group consisting of competitors of various sizes provides useful insight for their consideration of compensation levels, including information about the range and median of competitive salaries and cash bonuses. Although individual pay is driven largely by individual and corporate performance considerations, the Compensation Committee has historically used reference group data as a "market check" to help ensure that individual cash compensation levels remain reasonable and competitive. Our management provides input on companies considered for inclusion in the reference group, but the Compensation Committee makes the final determination as to the reference group selection. The companies that are included

        During 2012, the Compensation Committee engaged an independent compensation consultant, QTI Consulting, Inc., to provide guidance to the Committee and to management on compensation trends and program designs and an objective perspective on the process of evaluating and developing proposals regarding our pay practices. In light of the growth in recent years in the reference group are reviewed

annually bysize of the Company and its global operations, changes in the competitive landscape as a result of industry consolidation and evolving changes in the Company's own organizational and management andstructure, the Compensation Committee and can change from yearmanagement worked with the compensation consultant throughout 2012 to, year asamong other things, develop an expanded peer group for competitive compensation comparisons, analyze internal pay equity across the Company's global operations and recommend a unified global structure for the Company's compensation practices based on current competitive market conditions warrant.

        Forpay levels. Although the fiscal year ended December 31, 2010,initial results of this work helped inform the reference group selectedCompensation Committee's assessments and determinations of compensation in the latter half of 2012, it is expected the analyses and recommendations provided by the Compensation Committee for evaluatingcompensation consultant will play a greater role in the recommended base payevaluation of the Company's compensation process and annual incentive bonus targets of our Chief Executive Officer and Chief Financial Officer included:

        The Compensation Committee considered market capitalization and revenue,program design beginning in addition to certain qualitative factors, to be appropriate for evaluating the competitiveness of potential cash compensation, including the target level of cash incentive bonuses, of our executive officers' compensation relative2013. QTI Consulting, Inc. did not provide any other services to the compensation of executivesCompany in similar functions at these companies. In general, the Compensation Committee considered the median compensation levels of the companies in the reference group to be appropriate competitive comparisons, in light of our relative market position. The following compares the Company to the selected reference group for these key metrics and compares the potential cash compensation, including the target level of cash incentive bonuses, of our Chief Executive Officer and Chief Financial Officer to the median cash compensation of comparable executives in the reference group (dollars in billions, except total cash compensation):2012.

        The Compensation Committee selected a broader group of companies, primarily in the fields of healthcare and biotechnology, as a reference group for reviewing potential cash compensation, including the target level of the cash incentive bonus, of the Chief Operating Officer. The Compensation Committee believed that an expanded group was useful because many of the companies in the Chief Executive Officer and Chief Financial Officer reference group did not have chief operating officers. A broader reference group provided the Compensation Committee with additional data to assess the reasonableness and competitiveness of our Chief Operating Officers' salary and target cash incentive bonus compensation.

        For the fiscal year ended December 31, 2010, the reference group selected by the Compensation Committee for evaluating the base pay and annual incentive bonus target of the Chief Operating Officer included:

        In assessing and approving the recommended compensation potential of our Chief Operating Officer, the Compensation Committee considered the compensation levels of chief operating officers within companies in the reference group in light of our relative market position, including the fact that a number of the companies in the reference group were considerably smaller in terms of market capitalization. The following compares the Company to the selected reference group for these key metrics and compares the potential cash compensation, including the target level of cash incentive bonus, of our Chief Operating Officer to the median cash compensation of comparable executives in the reference group (dollars in billions, except total cash compensation):

Role of Management

        The Chief Executive Officer is responsible for making recommendations to the Compensation Committee for our company-wideCompany-wide performance goals and the bonus goals and weightings for the Chief Operating Officer and the Chief Financial Officer.Company's other executive officers. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own bonus plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and determines the final bonus structure and goals for each of thesethe executive officers, including threshold and target bonus levels. After the close of the fiscal year, the Chief Executive Officer, assisted by the Chief Financial Officer, provides the Compensation Committee with his assessment of the performance of the Chief Operating Officer and the Chief Financial Officerother executive officers against their respective bonus goals and proposed bonus payout. When determining the bonus payout for the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on its assessment of theeach executive officer's performance relative to thehis or her performance-based goals. The determination of the bonus earned is generally made within the first quarter after the end of the fiscal year, allowing time to assess the achievement of the bonus goals. On occasion, additional bonuses in excess of those calculated to have been earned have been awarded by the Compensation Committee in recognition of exceptional individual performance or contributions to company performance.

2012 Executive Compensation Program

        In establishing and evaluating fiscal 2012 compensation for our executive officers as of January 1, 2012, the Compensation Committee determined that the competitive assessment of reference group data compiled by the Company in 2010 continued to provide a relevant context for its evaluation of the over-all competitiveness of the Company's executive compensation programs. The Compensation Committee therefore referred to the 2010 assessment as one source of market information in its determinations of executive salary and cash incentive bonus award opportunities for fiscal year 2012. The reference group considered by the Compensation Committee for its evaluation of the recommended base pay and annual incentive bonus targets of our Chief Executive Officer and Chief Financial Officer included:

        The Compensation Committee considered market capitalization and revenue in addition to certain qualitative factors, to be appropriate for evaluating the competitiveness of potential cash compensation, including the target level of cash incentive bonuses, of our executive officers as of January 1, 2012, relative to the compensation of executives in similar functions at these companies. In general, the Compensation Committee considered the median compensation levels of the companies in the reference group to be appropriate competitive comparisons, in light of our relative market position. The following table, which reflects the data compiled in 2010 for the reference group, compares the Company to the selected reference group for these key metrics and compares the 2012 potential cash compensation, including the target level of cash incentive bonuses, of our Chief Executive Officer, Dr. Laukien, and Chief Financial Officer and Chief Operating Officer as of January 1, 2012, Mr. Knight, to the median cash compensation of comparable executives in the reference group based on the data compiled in 2010 (dollars in billions, except total cash compensation):

        In July 2012, Mr. Wagner joined the Company and replaced Mr. Knight as Chief Financial Officer. The compensation package recommended by the Chief Executive Officer to the Compensation Committee represented total target annual compensation of $1,975,000, consisting of total target cash compensation of $975,000, including a base salary of $475,000 and target annual cash bonus and other compensation totaling at least $500,000, and total annual equity compensation valued at $1,000,000 in the form of stock options and restricted stock. In evaluating the 2012 compensation package recommended for Mr. Wagner, the Compensation Committee considered Mr. Wagner's compensation history at previous employers, as well as a competitive assessment of three year average annual compensation of the chief financial officers of the following public companies: Charles River Laboratories International Inc., PerkinElmer, Inc., Thermo Fisher Scientific, Inc. and Waters Corporation. The Compensation Committee considered these companies to be appropriate reference points based on market capitalization and revenue, in addition to certain qualitative factors. The following table compares the compensation recommended for Mr. Wagner to the three year average annual compensation of the chief financial officers of the selected reference group:

        Based on this reference data, Mr. Wagner's experience and compensation history as chief financial officer of Progress Software Corporation and Millipore Corporation and expected contributions to the Company, the Compensation Committee approved the recommended compensation package for Mr. Wagner. Cash compensation paid to Mr. Wagner in 2012 was prorated for his length of service as Chief Financial Officer. Mr. Wagner's minimum cash bonus was set at $200,000 for 2012, equal to 80% of his prorated target bonus level. In August 2012, the Compensation Committee approved an initial grant of restricted stock to Mr. Wagner, with a grant date fair value of approximately $1,000,000.

        Additionally, upon their election as executive officers in March 2012, the Compensation Committee reviewed the 2012 salaries and cash incentive plans of Dr. Munch, Dr. Prause and Mr. Westermann, as well as Mr. Knell, and determined that the base salary and cash incentive plans of each of these executive officers was appropriate in light of the individual executive officer's experience and management responsibilities.

Components of Executive Compensation

        Total compensation consists of cash compensation in the form of annual base salary and annual incentive bonus awards, as well as long-term incentive compensation in the form of stock option and restricted stock grants.

        Annual Base Salary.    Base salaries are determined based on a variety of factors, including each officer's levels of responsibility, experience and potential, and a comparison of salaries paid to peers within the Company and to those with similar roles at other companies. Base salaries are set at levels that the Compensation Committee believes are reasonably competitive to allow us to attract and retain qualified managers.

        Base salaries are reviewed annually and may be adjusted after considering the various factors described above. The Chief Executive Officer makes base salary recommendations to the Compensation Committee for the Chief Operating Officer and the Chief Financial Officer.Company's other executive officers. When setting the base salaries of thesethe executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on the factors listed above and the executive officer's

performance during the previous year. The Compensation Committee also evaluates the performance of and sets the salary for the Chief Executive Officer.

        Annual Cash Incentive Awards.    Annual incentive awards in the form of performance-based cash incentive bonuses for the Chief Executive Officer and our other executive officers are based upon management's success in meeting our financial and strategic goals. Typically, specific criteria for these bonuses have been determined based on a combination of qualitative and quantitative measures established each year by the Compensation Committee after consultation with management. The specific individual goals vary for each executive based on their responsibilities and role within our company and may include financial or strategic measures, including, among others, revenue growth, gross profit and operating profit margin improvement, working capital ratio improvements, achieving return on invested capital goals, meeting earnings per share targets, identifying and developing new product and market opportunities and furthering or achieving other strategic initiatives. The individual goals are intended to reward performance which results in our Company meeting or exceeding its financial or operational goals.

        The Compensation Committee also considers the mix of performance goals in order to balance the incentives created to mitigate risks that may be associated with a particular performance goal. In 2010,2012, for example, the executive officers'cash incentive plans established for our Chief Executive Officer and Chief Financial Officer combined a revenue target goal was combined with gross profit margin improvement, operating margin improvement, working capital and earnings per share goals that emphasized cost reduction as well as top-line performance.performance based on the business plan approved by our board of directors. Cash incentive bonus awards reflect both the individual's performance compared with his performance goals for the year and the overall performance of our company.company or the particular operations under the executive officer's leadership.

        Long-Term Incentives.    Equity incentive compensation in the form of stock options and restricted stock is designed to provide long-term incentives to executive officers and other employees, to encourage the executive officers and other employees to remain with us and to enable recipients to develop and maintain a long-term stock ownership position in the common stock, which in turn motivates the recipient to focus on long-term enhancement in stockholder value. The Company's 2010 Incentive Compensation Plan is the vehicle used for grants of stock options and restricted stock to our executive officers and other employees. Company management evaluates the efficacy of our long-term incentive compensation on an ongoing basis, and may from time to time provide input and recommendations to the Compensation Committee with regard to the optimal form and extent of equity incentives to be granted to employees, including the executive officers.

        While generally granted on an annual basis, all optionsStock option and restricted stock grants are discretionary and may be granted by the Compensation Committee at any time. Our company hasHistorically, we have not adopted

performance-vesting,awarded equity incentive compensation with performance-based vesting, meaning that individual vesting is not based upon the achievement of any specific goals or objectives. The Compensation Committee does, however, consider the individual and Company's performance in determining the total and individual equity awards. The Compensation Committee has determined that equity compensation awards to executives and all other employees should be based upon the economic value of the grant award and should be considered part of the overall compensation package in determining award levels. In making specific grants to executives, the Compensation Committee evaluates each executive officer's total equity compensation package. The Compensation Committee generally reviews the option and restricted stock holdings of each of the executive officers as well, including vesting and exercise price and the then current value of such options or restricted stock. We consider long-term equity compensation to be an integral part of a competitive executive compensation package as both a way to reinforce the individual's commitment to the Company and an important mechanism to align the interests of management with those of our stockholders. Annual grants are generally made in the first or second quarter of each year. In 2010, however, the Company did not award stock options to the named executive officers.

Mix of Compensation

        In accordance with our pay-for-performance philosophy, short-term cash incentive compensation and long-term equity incentive awards are intended to be a significant portion of overall compensation, with this at-risk component increasing as a percentage of overall compensation potential as the officer's responsibility increases. For example, in 20102012 over 50% of our Chief Executive Officer's potential cash compensation, and approximately 30% of each of our other named executive officers'total potential cash compensation was at risk through his short-term cash incentive programs.program. Additionally, recognizing the importance of providing further incentives directly linked to the performance of our common stock, the Compensation Committee in August 2012 awarded Dr. Laukien, our Chief Executive Officer and Mr. Wagner, our Chief Financial Officer, restricted stock grants valued at the time of the respective award at over 100% of the executive officer's total target cash compensation, subject in each case to time-based vesting and continued employment.

Fiscal 20102012 Base Salaries

        Base salaries of our executive officers are reviewed annually by the Compensation Committee and may be adjusted to reflect competitive conditions, changes in responsibilities or individual performance. In 2007,For fiscal 2012, the Compensation Committee reviewed peer groupapproved a 2.5% salary informationincrease for each of Dr. Laukien and determined thatMr. Knight, the salariestwo named executive officers who had served as executive officers of the Company's executive officers were each below the median of their peer group comparables. The Compensation Committee therefore approved management's recommendation to phaseCompany in base salary increases over a multi-year period commencing in 2008 to raise, as appropriate, each executive officers' salary component of compensation to a more competitive level relative to the peer group. For 2009, however, as part of a series of cost-reduction initiatives in a deteriorating global economic environment, certain members of our management team, including each of the current executive officers, voluntarily accepted temporary salary reductions ranging from 10% to 25% of their respective 2008 base salary.

        For 2010, the Compensation Committee restored2011. Accordingly, Dr. Laukien's base salary increased to $425,000, the level it had been prior to his volunteering a 25% salary reduction for 2009. Consistent with our pay-for-performance philosophy, Dr. Laukien's$444,338 from $433,500 and Mr. Knight's base salary remains belowincreased to $371,153 from $362,100. As further described under the medianheading "2012 Executive Compensation Program" in this CD&A, the Compensation Committee approved an annual base salary of Chief Executive Officers of$475,000 for Mr. Wagner, who joined the selected reference groupCompany in July 2012 and represents less than half of his potential total cash compensation.

        In November 2009, upon being promoted to their current positions,replaced Mr. Knight our Chief Operating Officer, and Mr. Monahan,as our Chief Financial Officer, were awardedOfficer.

        The 2012 base salaries approved for Dr. Munch, Dr. Prause and Mr. Westermann were: $330,000 for Dr. Munch; €183,700 (equivalent to $236,220) for Dr. Prause; and €173,915 (equivalent to $223,637) for Mr. Westermann. In August 2012, in connection with Dr. Munch's promotion to group President of the Bruker MAT Group and in recognition of his increased responsibilities in that role, the Compensation Committee approved a 15% increase in Dr. Munch's base salary, increases of approximately 23% and 53%, respectively, or approximately 21% and 49%, respectively, above their salaries prior to accepting a 10% voluntary salary reduction for 2009. The Compensation Committee determined that the adjusted salary levels of $355,000 for Mr. Knight and $275,000 for Mr. Monahan were appropriate in light of their increased responsibilities and the Committee's assessment of competitive market conditions for individuals with similar experience serving in similar positions. The salaries of Mr. Knight and Mr. Monahan remained at these adjusted levels throughout 2010.$380,000, which became effective upon approval.

Cash Incentive Plans and Review of Fiscal 20102012 Performance

        Following a review in 2009 of the Company's cash incentive plan metrics and structure, the Compensation Committee revised the Company's methodology for determining the amounts to be awarded to our named executive officers based on annual quantitative and qualitative performance goals.        Under the methodology adopted by the Compensation Committee for years beginning with 2010, the paymentpayments for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals will beare calculated based on percentage achievement of the quantitative target goal, with no threshold or maximum. In cases where an individual quantitative goal improvement metric is less than 1%, the payout for achievement of that goal will beis 100% up to a full 1.0% improvement, and pro-rata for achievement in excess of 1.0%. If the less than 1% goal is not achieved, then for each 0.1% shortfall the payment will beis reduced by 10%. For example, for a goal of 0.5% improvement in operating margin, achievement of a 0.8% improvement would result in a 100% payment of the target with respect to that goal, achievement of a 1.1% improvement would result in a 110% payment of the target with respect to that goal and achievement of a 0.4% improvement would result in a 90% payment of the target with respect to that goal. Payments for qualitative goals will beare made in a range of 50% to 100%, with 50% of the target amount payable if the Compensation Committee determines that a qualitative goal was partially achieved, 75% of the target amount payable if the Compensation Committee determines that a qualitative goal was substantially achieved and 100% of the target amount payable if the Compensation Committee determines that a qualitative goal was fully achieved. For example, if an executive officer achieves 30% of a quantitative performance goal then the 20102012 cash incentive bonus will include an amount equal to 30% of the target amount allocated to that goal. If the Compensation Committee determines that the executive officer has made substantial progress toward achieving a qualitative performance goal, the cash incentive bonus payment will include an amount equal to 75% of

the target amount allocated to that goal. In order to provide additional motivation to the executive officers, and to reward outstanding corporate performance, the Compensation Committee has not set a maximum amount that can be earned in the event that the executive officers exceed their quantitative goals in the performance-based incentive plans. Bonus awards linked to individual qualitative goals, however, are to be limited to 100% of the target bonus amount allocated to each of those goals. The Compensation Committee may, in theirits discretion, award cash incentive bonuses above the target level in the event it determines that an executive officer has delivered exceptional performance. The 2012 cash incentive plans approved for named executive officers newly elected in March 2012, including Dr. Munch, Dr. Prause and Mr. Westermann, were based in part on legacy plans of various operating subsidiaries of the Company and differ in some respects from the description above. Following the 2012 transition year, we expect to harmonize these plans for all executive officers, other than Dr. Munch, so that the incentive compensation plans of our executive officers operate under a common set of quantitative performance goals and calculation methodologies.

2010 – 2012 Cash Incentive Plans

        The Company believes that revenue growth        Based upon its consideration of reference group bonus information and enhanced operating efficiency are critical to our success and will be key drivers of delivering value to our shareholders. Theother market reference sources, the Compensation Committee has determined that the quantitativetarget bonus levels initially established in 2010 for Dr. Laukien and Mr. Knight continued to be within a reasonable and competitive range relative to their responsibilities. As a result, the target bonus levels of these executive officers were not changed for 2012. As further described above under the heading "2012 Executive Compensation Program" in this CD&A, the Compensation Committee approved an annualized target bonus level of $500,000 for Mr. Wagner, who replaced Mr. Knight as our Chief Financial Officer in July 2012.

        Additionally, the Compensation Committee reviewed the 2012 cash incentive targets set forth below, effectiveplans of Dr. Munch, Dr. Prause and Mr. Westermann upon their election as executive officers in March 2012, and determined that the target bonus levels of these executive officers, ranging from $189,000 to $203,000, was appropriate in light of each of the individual executive officer's particular management responsibilities and overall compensation package.

        Management and the Compensation Committee believe the 2012 cash incentive plans established for 2010 through 2012, provide balanced incentives and are an appropriate mix of targets for measuring our executive officers' contributionsofficers, including each of our named executive officers, were appropriately designed to achievingprovide meaningful performance incentives, relative to both fixed cash compensation in the form of salary and overall potential cash compensation, consistent with the Company's strategic goals. Forgoals and objectives and each individual executive officer's responsibilities. The following table summarizes the 2012 target bonus levels approved for each of the years 2010, 2011 and 2012, performance of our named executive officers isand the relationship of performance-based cash compensation at target levels to be measured against our business plan goals for these key metrics. Quantitative factors will continue to provide 70% ofbase salary and total potential cash incentive compensation potential, with the remaining 30% allocated to individual qualitative factors to be established by the Compensation Committee annually after consultation with management.compensation.

2012 Cash Incentive Targets

Fiscal 2010 Targets

(1)

Based on annualized salary and Performance

        Specific 2010 cash incentive targets established for Mr. Knight and Mr. Wagner for service as Chief Financial Officer. For 2012, Mr. Wagner's minimum bonus level was set at $200,000.

        Specific quantitative and qualitative performance goals and the weightings established by the Compensation Committee to measure and reward our named executive officers' performance in 2012, and the performance of the named executive officers were as follows:

        The Compensation Committee set Dr. Laukien's 2010 target bonus at $550,000, unchanged from the 2009 target level. Dr. Laukien's target bonus level was maintained at the prior year level based on the Compensation Committee's determination that the target amount continued to provide an appropriate cash incentiveachieved relative to his base salarythese goals, are described below.

Frank H. Laukien, Chairman, President and total compensation mix. Mr. Knight's bonus target for 2010 was set at $150,000, a 7% increase over the 2009 target level of $140,000. Mr. Monahan's bonus target for 2010 was set at $125,000, a 25% increase over his 2009 bonus target of $100,000. In recommending the increase in Mr. Monahan's bonus target levels for 2010, the Chief Executive Officer considered compensation paid to chief financial officers in our reference group as well as employees in comparable positions at the Company's subsidiaries. Based on that review, the Chief Executive Officer and the Compensation Committee determined that Mr. Monahan's aggregate cash compensation potential remained below the reference group median and that it should be increased to a level more comparable to the median of the comparison group, with greater emphasis placed on the at-risk component.

20102012 Quantitative Goals:
(70% of Target Bonus Potential)

        Based on our financial results for 2010,2012, the Company exceeded foursubstantially achieved its currency-adjusted revenue goal, which represented 20% of Dr. Laukien's total cash incentive bonus potential, but did not fully meet or exceed any of the fiveremaining four quantitative goals, including the goals relating to revenue,adjusted gross profit margin improvement, adjusted operating margin improvement, andadjusted earnings per share. As shown in the tables above under the heading "2010 Quantitative Goals," these four goals together represented 50% of each executive officer's cash incentive bonus potential. However,share and working capital improvement. Although below targeted levels, the Company only achieved 50%did achieve 75% and 67% of the targeted improvement in the Company's adjusted gross margin and working capital ratio, respectively, which together accounted for 20%30% of each executive officer'sDr. Laukien's cash incentive bonus potential. However, primarily as a result of increased operating costs, only 18% of the targeted improvement in the Company's adjusted operating margin was realized. Additionally, the $0.01 increase in adjusted earnings per share fell significantly below the targeted $0.12 improvement. The Compensation Committee considered these mixed results and determined that the portion of bonus targets linked to the quantitative goals would be included in Dr. Laukien's bonus awardsaward at levels commensurate to our performance relative to each of those goals. Accordingly, the Compensation Committee approved awardsan award to Dr. Laukien totaling 156%62% of cash incentive targets linked to quantitative goals, to each of Dr. Frank Laukien, Mr. Knight and Mr. Monahanor $238,598, for relative achievement of the combined Company-wide quantitative financial performance goals in 2010. Total2012. This represents 43% of Dr. Laukien's total 2012 target bonus potential. Dr. Laukien's total cash incentive bonus payments to our executive officers for 2010potential also included amounts awarded for achievement of the following individual qualitative goals.

20102012 Individual Qualitative Goals:
(30% of Target Bonus Potential)

        In determining the amount of each named executive officer's total bonus award for 2010, the Compensation Committee also evaluated the officer's performance against his individual qualitative goals.

        The Compensation Committee considered Dr. Laukien's achievements in meeting his organizational development goals related to certain divisional management functions and the development and transition of certain key senior managers and determined that, as the goals had been fully achieved, Dr. Laukien should be awarded 100% of his target bonus linked to this goal.these goals. The Compensation Committee also considered progress made with respect to various strategic operational initiatives, including strengthening the compliance structure and financial initiativesimplementation of improved product development processes, and determined that Dr. Laukien should be awarded 67%75% of the target bonus associated with that goal.each of those goals based on substantial achievement. However, no award was made with respect to the goal relating to the Bruker CAM division as a result of the division's continued deterioration in performance in 2012. In recognition of his performance relative to these individual qualitative performance goals, the Compensation Committee awarded Dr. Laukien, in aggregate, 83%54% of the portion of his target cash incentive bonus attributable to qualitative goals, or $137,500. For 2010, including both$89,375.

        Based on Dr. Laukien's performance relative to his combined 2012 quantitative and qualitative factors,goals, Dr. Laukien was awardedearned a total cash incentive bonus of $702,728,$327,973, equal to approximately 128%60% of his total cash incentive target. However, in light of the internal investigation and ongoing compliance review relating to certain of the Company's subsidiaries operating in China, Dr. Laukien recommended to the Compensation Committee, and the Compensation Committee accepted, a voluntary reduction of $125,000 in his 2012 cash bonus award. Accordingly, Dr. Laukien received a total cash incentive bonus for 2012 of $202,973, representing 37% of his total target cash incentive bonus.bonus potential.

Charles F. Wagner, Jr., Executive Vice President and Chief Financial Officer

        In addition,June 2012, in connection with Mr. Wagner's employment as Chief Financial Officer, the Compensation Committee awardedapproved a 2012 cash incentive plan for Mr. Wagner that included the same relative mix of quantitative and qualitative goals established for Dr. Laukien, an additional discretionaryas well as the same set of quantitative goals. Accordingly, as with Dr. Laukien, the Compensation Committee determined that Mr. Wagner had earned 43% of his pro-rated target bonus linked to these quantitative goals, or $108,454.

        Mr. Wagner's total cash incentive bonus also included amounts awarded for performance relative to the following individual qualitative goals.

2012 Individual Qualitative Goals:
(30% of $50,000 for his role in the successful completion of two significant strategic acquisitions in 2010.Target Bonus Potential)

        The Compensation Committee considered Mr. Knight'sWagner's achievements in meeting his organizational developmentindividual qualitative goals relatedrelating to thecompliance matters, development of productionthe finance organization and logisticsprogress toward introduction of enhanced financial systems and determined that, as the goals had been fully achieved, Mr. KnightWagner should be awarded 100% of his pro-rated target bonus linked to this goal. Thethese goals, or $75,000.

        For 2012, Mr. Wagner was entitled to receive a minimum of $200,000, equal to 80% of his pro-rated target bonus level. Based on Mr. Wagner's performance relative to his combined 2012 quantitative and qualitative goals, Mr. Wagner earned a total cash incentive bonus of $183,454. Accordingly, Mr. Wagner received a total cash incentive bonus for 2012 of $200,000.

William J. Knight, Former Chief Financial Officer and Chief Operating Officer

        In March 2012, the Compensation Committee also considered progress madeapproved a 2012 cash incentive plan for Mr. Knight, then serving as Chief Financial Officer, which included the same relative mix of quantitative and qualitative goals established for Dr. Laukien, as well as the same set of quantitative goals. Mr. Knight ceased to serve as Chief Financial Officer in June 2012, and at that time assumed the position of President of Bruker Detection Corporation, a wholly-owned subsidiary of the Company. In this capacity, he is no longer serving as an executive officer of the Company.

        In connection with respecthis departure from the Chief Financial Officer position, Mr. Knight's cash incentive plan established in March 2012 was terminated and the Compensation Committee approved the following arrangements: a total CFO severance payment of $185,576, payable in three installments during the period commencing in July 2012 and ending in June 2014, subject to various strategic operational and financial initiatives, including the developmentcertain limitations relating to continued employment; annual cash compensation consisting of an information technology roadmapa base salary of $225,000 and an operational reviewannual target bonus of $75,000, in each case subject to proration for 2012; and a payment of $75,000 during July 2012, representing 50% of the target cash incentive bonus payable under the 2012 incentive plan established in March 2012 in connection with Mr. Knight's service as Chief Financial Officer. Under these arrangements, in addition to salary, Mr. Knight received a 2012 cash incentive award of $111,087, including $75,000 attributable to his service as Chief Financial Officer and $36,087

attributable to his performance as President of Bruker Detection Corporation, as well as $92,788 relating to the CFO severance payment.

Mark R. Munch, President, Bruker Nano, Inc. and Bruker MAT Group

        Upon Dr. Munch's election as an executive officer in March 2012, the Compensation Committee, at the recommendation of the Chief Executive Officer, reviewed and approved the following incentive compensation plan for Dr. Munch linked to the performance of the Bruker Nano Surfaces operating division. Under Dr. Munch's 2012 incentive plan, an initial eligible bonus pool amount was determined by multiplying Dr. Munch's target bonus of $198,000 by a percentage equal to the percentage achievement of the Company's production sites and product lines and determined that Mr. Knight should be

awarded 88%Bruker Nano Surfaces division relative to an adjusted operating income target of $46.8 million, equal to 5% growth relative to 2011, capped at 200% of the target bonus associatedamount, or $396,000. Based on 2012 operating results, 90% of the targeted adjusted operating income was achieved, resulting in a total eligible bonus pool of $178,115. Amounts earned with those goals. In recognitionrespect to each of Dr. Munch's quantitative goals, other than the threshold goal related to adjusted operating income improvement, are calculated based on percentage achievement of the target amount multiplied by the product of the applicable target weighting and the amount of the total eligible bonus pool.

2012 Quantitative Goals:
(70% of Target Bonus Potential)

        Based on performance of the Bruker Nano Surfaces division in 2012, the Compensation Committee approved an award to Dr. Munch totaling 87% of his potential cash incentive target amount linked to quantitative goals (96% of the portion of the eligible bonus pool attributable to quantitative goals), or $120,076. Additionally, Dr. Munch's total cash incentive bonus also included amounts awarded for achievement of individual qualitative goals relating to organizational and product development initiatives, representing 30% of target bonus potential. After consideration of Dr. Munch's performance relative to these individual qualitative performance goals, the Compensation Committee determined that Dr. Munch had fully or substantially achieved each of these goals, resulting in a bonus award equal to 82% of the portion of his target cash incentive bonus potential attributable to qualitative goals (92% of the portion of the eligible bonus pool attributable to qualitative goals), or $48,999. Based on Dr. Munch's performance relative to his combined 2012 quantitative and qualitative goals, Dr. Munch received a total cash incentive bonus of $169,075, equal to 85% of his total cash incentive target amount.

Burkhard Prause, President, Bruker Energy & Supercon Technologies, Inc. ("BEST")

        Upon Dr. Prause's election as an executive officer in March 2012, the Compensation Committee, at the recommendation of the Chief Executive Officer, reviewed and approved the following incentive compensation plan goals for Dr. Prause. Under Dr. Prause's 2012 incentive plan, awards for quantitative goals are calculated based on percentage achievement of targets, with no floor or ceiling.

2012 Quantitative Goals:
(95% of Target Bonus Potential)

        Based on the strong performance of BEST in 2012, particularly with respect to improvements in gross margins, the Compensation Committee approved an award to Dr. Prause of €169,417, or approximately $229,560 based on a conversion rate of €1.00=$1.3550, the midpoint rate as of the date of determination of the award amount, representing 114% of cash incentive targets linked to quantitative goals. Additionally, Dr. Prause's total cash incentive bonus also included amounts awarded Mr. Knight,for achievement of individual qualitative goals relating to production improvement initiatives, representing 5% of target bonus potential. After consideration of Dr. Prause's performance relative to these goals, the Compensation Committee determined that Dr. Prause had partially achieved these goals, resulting in aggregate, 92%a bonus award of €3,904, or approximately $5,289, equal to 50% of the portion of his target cash incentive bonus attributable to qualitative goals, or $41,250. For 2010, including bothgoals. Based on Dr. Prause's performance relative to his combined 2012 quantitative and qualitative factors, Mr. Knight was awardedgoals, Dr. Prause received a total cash incentive bonus of $195,403,€173,321, or approximately $234,850, equal to approximately 130%111% of his total target cash incentive bonus.target. In addition,2012, Dr. Prause also received a discretionary bonus in the amount of €81,250, or approximately $104,479, in recognition of his extraordinary contributions leading to the receipt of a significant licensing contract.

Stephan Westermann, Executive Vice President–Order Execution, Production & Logistics of Bruker Scientific Instruments ("BSI") and Executive Vice President–Operations of Bruker BioSpin Group ("Bruker BioSpin")

        Upon Mr. Westermann's election as an executive officer in March 2012, the Compensation Committee, at the recommendation of the Chief Executive Officer, reviewed and approved the following incentive compensation plan goals for Mr. Westermann. Under Mr. Westermann's 2012 incentive plan, awards for quantitative goals are calculated based on percentage achievement of targets, with no floor or ceiling.

2012 Quantitative Goals:
(75% of Target Bonus Potential)

        Based on the performance of the BSI Segment and the Bruker BioSpin Group in 2012, including achievement of a substantial portion of targeted growth in revenues and gross profits, offset partially by a deterioration in Bruker BioSpin's gross profit margins, the Compensation Committee approved an award to Mr. Westermann of €66,542, or approximately $90,164 based on a conversion rate of €1.00=$1.3550, the midpoint rate as of the date of determination of the award amount. This represents 61% of the portion of Mr. Westermann's total cash incentive bonus potential linked to quantitative

goals. Additionally, Mr. Westermann's total cash incentive bonus included amounts awarded Mr. Knight an additional discretionary bonusfor achievement of $20,000 for his roleindividual qualitative goals relating to process and production improvement initiatives, as well as cost reduction initiatives, representing in the successful completionaggregate 25% of two significant strategic acquisitions in 2010.

        The Compensation Committee considered Mr. Monahan's achievements in meeting his organizational development goals related to the global finance organization and determined that Mr. Monahan should be awarded 100% of his target bonus linked to this goal. The Compensation Committee also considered progress made with respect to various strategic operational and financial initiatives, including the developmentpotential. After consideration of certain treasury and tax strategies and determined that Mr. Monahan should be awarded 88% of the target bonus associated with those goals. In recognition of hisWestermann's performance relative to these individual qualitative performance goals, the Compensation Committee awardeddetermined that Mr. Monahan, in aggregate, 92%Westermann had fully or substantially achieved these goals, with the exception of the goal related to cost reduction initiatives, which was not achieved. As a result, Mr. Westermann was granted a bonus award of €29,000, or approximately $39,295, equal to 80% of the portion of his target cash incentive bonus attributable to qualitative goals, or $34,375. For 2010, including bothgoals. Based on Mr. Westermann's performance relative to his combined 2012 quantitative and qualitative factors,goals, Mr. Monahan was awardedWestermann received a total cash incentive bonus of $162,836,€95,542, or approximately $129,459, equal to approximately 130%66% of his total target cash incentive bonus. In addition, the Compensation Committee awarded Mr. Monahan an additional discretionary bonus of $20,000 for his role in the successful completion of two significant strategic acquisitions in 2010.target.

20102012 Long-Term Incentive Awards

        During 2010,In August 2012, upon consideration of a variety of factors, including the individual responsibilities of each of our executive officers, our stock price, competitive market practices and outstanding equity awards held by our executive officers, the Compensation Committee did not award options orapproved long-term incentive awards to certain of our executive officers, including awards of 100,000 shares of restricted stock to anyDr. Laukien and 88,028 shares of restricted stock to Mr. Wagner, in each case valued at approximately $1,000,000 on the named executive officers.date the award was granted. Additionally, in August 2012 Dr. Prause was awarded options to purchase 55,000 shares of our common stock and Mr. Wagner was awarded options to purchase 5,000 shares of our common stock in connection with his service as a director of Bruker Energy & Supercon Technologies, Inc. In making the determination not to provide long-term incentive awards in 2010,March 2012, the Compensation Committee also awarded Mr. Knell options to purchase 35,000 shares of our common stock. All such awards are subject to time-based vesting.

2013 Compensation Determinations

        For fiscal 2013, the Compensation Committee approved a 23.8% salary increase, to $550,000 from $444,338, for our Chief Executive Officer. The Compensation Committee considered a numberthis adjustment appropriate in recognition of factors, including our stock price, outstanding equity awards,the Company's growth and increasing complexity, as well as the substantial awards made in November 2009 toCompensation Committee's understanding of competitive market levels for executives with similar experience and responsibilities. Salaries approved by the Compensation Committee for each of our named executive officers for 2013 are as follows:

        Mr. Westermann's salary increase reflects a shift in his compensation mix for 2013 toward a greater emphasis on salary relative to incentive-based elements, consistent with other executive officers in similar positions of responsibility. 2013 base salaries for Mr. Knight and Dr. Munch are unchanged as the Compensation Committee had reviewed and approved salaries for Mr. Monahan upon their promotionsKnight in June 2012 and Dr. Munch in July 2012 and has determined that the levels established at that time continued to their current positions.be appropriate for 2013.

Executive Benefits

        In 2010,2012, our named executive officers were eligible for the same level and offering of benefits made available to other employees, including the Company's 401(k) plan and welfare benefit programs.

2011 Compensation Determinations

        For fiscal 2011, the Compensation Committee approved a 2% salary increase for each of the namedWe generally do not provide additional perquisites to our executive officers. In addition, the Compensation Committee considered reference group bonus information and other market reference sources, and determined that the target bonus levels of our Chief Executive Officer and Chief Operating Officer were within a reasonable and competitive range relative to their responsibilities. As a result, the target bonus levels of our Chief Executive Officer and Chief Operating Officer were not changed for 2011. The 2011 target bonus level for our Chief Financial Officer, however, was increased from $125,000 to $130,000,However, Dr. Munch is provided an automobile allowance based on competitive market levels.the nature of his responsibilities and Dr. Prause is provided a leased vehicle in accordance with local custom.

Employment Contracts, Termination of Employment and Change in Control Arrangements

        AlthoughOn June 5, 2012, the Company does not currently have an employmententered into a letter agreement with anyMr. Wagner which sets forth certain terms of its executive officers, it did issue a letter offeringMr. Wagner's employment to William J. Knight, who now serves as ourExecutive Vice President and Chief Operating Officer.Financial Officer of the Company. Under the terms of the offer letter agreement, Mr. Wagner's target cash compensation will include the following elements: (i) an annual base salary of $475,000; (ii) a 2012 cash incentive bonus plan target of $500,000; and (iii) other cash compensation, including benefits, of $25,000, in each case subject to proration. The letter agreement further provides that Mr. Wagner will receive an annual equity award with a value of $1,000,000 pursuant to the Company's 2010 Incentive Compensation Plan. Upon approval of the Compensation Committee, the first such equity award was granted in the form of 88,028 shares of restricted common stock in August 2012. The restricted stock is subject to time-based vesting. During the term of his employment, Mr. Wagner will be eligible to participate in all customary employee benefit plans or programs of the Company generally available to the Company's employees and/or executive officers.

        Additionally, the letter agreement provides that Mr. Wagner's employment with the Company is at will and may be terminated by either Mr. Wagner or the Company at any time with or without notice and for any or no reason or cause. Mr. Wagner will be entitled to a lump sum severance payment equal to six months of his then current base salary under certain conditions, including (i) in the event there is a change in the voting control of the Company and his employment is terminated, voluntarily or involuntarily, within six months after such change of control or (ii) in the event Mr. Wagner's employment is terminated at any time without cause. Under the terms of the letter agreement, Mr. Wagner may not agree to work for any company that designs, makes or sells non-clinical magnetic resonance instrumentation or mass spectrometry instrumentation for a period of six months following resignation or termination of his employment by the Company.

        In connection with Mr. Knight's departure from the role of Chief Financial Officer and assumption of responsibilities as Executive Vice President, President of Bruker Detection Corporation and US General Manager of the Company's Bruker Detection division, we entered into a letter agreement with Mr. Knight on June 5, 2012 regarding the term of his continued employment for a period not to exceed three years. Pursuant to the letter agreement, Mr. Knight is entitled to receive the following compensation: (i) a continuationtotal CFO severance payment of $185,576 in three installments during the period commencing in July 2012 and ending in June 2014, subject to certain limitations relating to continued employment; (ii) annual cash compensation consisting of a base salary of $225,000 and benefitsan annual target bonus of $75,000, in each case subject to proration for 2012; and (iii) a periodpayment of three months$75,000 during July 2012, representing 50% of the target cash incentive bonus payable under the 2012 incentive plan previously established for Mr. Knight in the eventconnection with his service as Chief Financial Officer. The letter agreement also provides that no additional equity incentive grants will be awarded to Mr. Knight upon assumption of his new responsibilities. Mr. Knight's employment is at will and may be terminated within twelve months of a sale of all or substantially all of our business to a third party. The offer letter also

provides for anticipated annual grants of options to purchase 50,000 shares of our common stock, subject to the approval of the Compensation Committee.

        The Company has agreed to provide severance payments to each ofby either Mr. Knight or the Company at any time with or without notice and Mr. Monahan equal to six months' salary in the event of termination of employment withoutfor any or no reason or cause.

        Under the terms of the awards of options and restricted common stock granted under the 2010 Incentive Compensation Plan, unvested amounts are forfeited if the grantee's employment or business relationship with our company is terminated for any reason, other than in the event of death or disability. The board of directors does, however, have the power and the right to accelerate vesting of any and all unvested amounts in the event of a change in control of Bruker Corporation.

Section 162(m) Limitations

        Section 162(m) of the U.S. Internal Revenue Code limits the tax deductibility by a corporation of compensation in excess of $1,000,000 paid to the Chief Executive Officer and any other of its four most highly compensated executive officers. However, compensation which qualifies as "performance-based" is excluded from the $1,000,000 limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals under a plan approved by stockholders.

        The Compensation Committee does not presently expect total cash compensation payable for salaries to exceed the $1,000,000 limit for any individual executive. Having considered the requirements of Section 162(m), the Compensation Committee believes that stock option grants to date meet the requirement that such grants be "performance-based" and are, therefore, exempt from the limitations on deductibility.

        The Compensation Committee and management consider the accounting and tax effects of various compensation elements when designing our annual incentive and equity compensation plans and making other compensation decisions. Although we design our plans and programs to be tax-efficient and to minimize compensation expense, these considerations are secondary to meeting the overall objectives of the executive compensation program. To the extent consistent with our executive compensation program and our executive officers' employment agreements, if any, we have designed our executive compensation program to be performance-based and also to comply with requirements for tax deductibility where feasible.

        The Compensation Committee will continue to monitor the compensation levels potentially payable under our cash compensation programs, but intends to retain the flexibility necessary to provide total cash compensation in line with competitive practice, our compensation philosophy and our best interests.

Other Benefit Plans

        In October 2009, the Board of Directors of BEST adopted the Bruker Energy & Supercon Technologies, Inc. 2009 Stock Option Plan, (the "BEST Plan").or the BEST Plan. The BEST Plan provides for the issuance of up to 1,600,000 shares of BEST common stock in connection with awards under the plan. The BEST Plan allows a committee of the BEST board of directors to grant incentive stock options and non-qualified stock options to key employees and directors of the Company. The size of each grant is determined by the value of the BEST stock and BEST stock options at the time, the likely growth in that value and the importance of the individual to growing the value of the Company in the future. The BEST Plan is tied exclusively to increases in BEST's estimated value regardless of the Company's performance as a whole. As of December 31, 2010,2012, 800,000 incentive stock options and non-qualified stock options had been awarded with vesting periods of three to five years. As a director of BEST, Dr. Frank Laukien participatesand Mr. Wagner participate in the BEST Plan and on October 1, 2009, was awarded an optionPlan. Dr. Laukien holds options to purchase 10,000 shares of BEST, atwhich have an exercise price equalof $3.50 per share and expire October 1, 2019. Mr. Wagner holds options to the fair market valuepurchase 10,000 shares of BEST atgranted on July 1, 2010 with an exercise price of $10.00 per share and an expiration date of July 1, 2020. 6,667 of these options are vested and exercisable and the timeremaining 3,333 options will vest on July 1, 2013. Additionally, Dr. Prause, as an employee and also as a director of grant, subjectBEST, participates in the BEST Plan. Dr. Prause holds options to three-year vesting.purchase 150,000 shares of BEST, which options were fully vested as of December 31, 2012. The BEST options have an exercise price of $3.50 per share and expire October 1, 2019.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, promulgated under the Securities Act of 1933, as amended. Based on such review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A.

        Submitted by the Compensation Committee of Bruker Corporation's Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

        Mr. Kniss and Drs. Emmerich and Fesik serve as members of the Compensation Committee. Mr. Kniss and Drs. Emmerich and Fesik were not officers or employees of the Company or any of its subsidiaries during fiscal year 2010.2012. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors.

SUMMARY OF EXECUTIVE COMPENSATION

        The following table summarizes the compensation earned by theour President, Chief Executive Officer and Chairman, persons who served as our Chief Financial Officer during 2012 and the Company's othernext three most highly compensated executive officers in fiscal 2012 (the "named executive officers") for the years ended December 31, 2010, 20092012, 2011 and 2008.2010.

20102012 Summary Compensation Table

20102012 Grants of Plan-Based Awards

        The following table sets forth certain information with respect to individual grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2010.2012.