EXPLANATORY NOTE
On October 29, 2021, MKS Instruments, Inc., a Massachusetts corporation (the “Company”), filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, the appointment of Geoff Wild to the Company’s Board of Directors, effective immediately following the closing of the Company’s acquisition of Atotech Limited, a Bailiwick of Jersey company (“Atotech”) (the “Acquisition”). In connection with the Acquisition, Mr. Wild will be entitled to severance payments pursuant to the terms of his employment agreement with Alpha US Bidco, Inc., a subsidiary of Atotech (“Alpha US”) (as amended, the “Atotech Employment Agreement”).
The Company is filing this amendment to the Original Form 8-K (“Amendment No. 1”) to disclose certain severance payments and other compensatory arrangements payable by Alpha US to Mr. Wild that were not determinable at the time of the Original Form 8-K. This Amendment No. 1 amends and supplements the description of severance payments and other compensatory arrangements set forth in Item 5.02 of the Original Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of August 17, 2022, the closing date of the Acquisition (the “Effective Date”), the amounts of Mr. Wild’s previously disclosed severance payments and compensatory arrangements under the Atotech Employment Agreement became determinable. As a result of the termination of his employment under the terms on the Atotech Employment Agreement and the award agreements for restricted stock unit and performance unit agreements, Mr. Wild will receive an aggregate of $5,576,068, consisting of: (A) a payment equal to (i) 150% of his total remuneration (which includes his then-current base salary, target annual bonus, and company-funded pension contributions), plus (ii) a pro-rated portion of his annual bonus that he would have been entitled to if he had completed the then-current full fiscal year, based on actual performance results, (B) the equivalent of 6 months of his base salary in lieu of receiving certain notice of termination, (C) a lump sum payment upon the 18-month anniversary of the date of termination of employment, and (D) a payment representing the cash settlement of all outstanding restricted stock unit and performance stock unit awards (based on target performance) held by Mr. Wild. Mr. Wild’s employment by Alpha US terminated immediately prior to the closing of the Acquisition. Mr. Wild will also continue to be eligible for company-paid healthcare coverage for up to 18 months. Mr. Wild will remain subject to the restrictive covenants applicable to him, and a portion of the payments described above shall be repayable if he breaches those restrictive covenants.
Except as provided herein, the disclosures contained in this Amendment No. 1 have not been updated to reflect events, results or developments that have occurred since the filing of the Original Form 8-K. This Amendment No. 1 should be read in conjunction with the Original Form 8-K, which provides additional details of Mr. Wild’s appointment to the Board, severance payments and compensatory arrangements.
