| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 4, 2024, the Board of Directors (the “Board”) of MKS Instruments, Inc. (the “Company”) appointed Wissam Jabre as a Class III Director, effective November 4, 2024, to serve until the 2026 Annual Meeting of Shareholders. In connection with Mr. Jabre’s appointment, the size of the Board was increased by one to nine directors. Mr. Jabre will serve on the Audit Committee of the Board.
There are no arrangements or understandings between Mr. Jabre and any other persons pursuant to which Mr. Jabre was named a director of the Company. There are also no family relationships between Mr. Jabre and any director or executive officer of the Company. In addition, Mr. Jabre has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Jabre is entitled to receive compensation for his Board and committee service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2024, as adjusted by the Board from time to time. As part of these standard compensation arrangements, on November 4, 2024, Mr. Jabre received an automatic grant of restricted stock units (“RSUs”) with a grant date value of $200,000, which RSUs shall vest in full on the day prior to the first annual meeting of shareholders following the date of grant (subject to the terms and conditions of the RSU agreement). In addition, Mr. Jabre will receive a prorated portion of the $85,000 annual retainer payable to non-employee Board members and $12,500 annual retainer payable to Audit Committee members.
| Item 7.01 | Regulation FD Disclosure. |
On November 5, 2024, the Company issued a press release announcing the appointment of Mr. Jabre to the Board, effective November 4, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
