UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2023
BRUKER CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
Delaware |
| 000-30833 |
| 04-3110160 |
(State or other jurisdiction of |
| Commission File No. |
| (I.R.S. Employer |
Incorporation or organization) |
|
|
| Identification No.) |
40 Manning Road
Billerica, MA 01821
(Address of principal executive offices) (Zip Code)
(978) 663-3660
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
Common Stock, $0.01 par value per share |
| BRKR |
| The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Section 5 - Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2023 Annual Meeting of Stockholders on June 7, 2023. The proposals submitted by the Board of Directors (the “Board”) to a vote of the stockholders, and the results of the voting on each proposal, are indicated below.
Proposal No. 1 - Election of Directors
| | | | | | |
Nominees for Class II director: | | For | | Withheld | | Broker Non-Votes |
Cynthia M. Friend, Ph.D. | | 137,126,233 | | 3,997,674 | | 2,070,019 |
Philip Ma, Ph.D. | | 134,888,471 | | 6,235,436 | | 2,070,019 |
Hermann Requardt, Ph.D | | 132,217,047 | | 8,906,860 | | 2,070,019 |
Proposal No. 2 - Advisory Vote on the 2022 Compensation of Named Executive Officers
The proposal to approve, on an advisory basis, the 2022 compensation of the named executive officers as disclosed in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders was approved based on the following votes:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
135,795,935 | | 5,297,389 | | 30,583 | | 2,070,019 |
Proposal No. 3 - Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation
The result of the advisory vote on the frequency of future advisory votes on the compensation of named executive officers is set forth below:
| | | | | | | | |
Every Year | | Every Two Years | | Every Three Years | | Abstain | | Broker Non-Votes |
100,956,791 | | 4,842 | | 40,135,378 | | 26,896 | | N/A |
After considering the foregoing voting results and consistent with its recommendation, the Board has decided to continue to hold the frequency of future advisory votes on the compensation of named executive officers every year.
Proposal No. 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was approved based on the following votes:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
142,988,240 | | 181,093 | | 24,593 | | N/A |
-Bruker Confidential-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| BRUKER CORPORATION
(Registrant) |
|
|
Date: June 7, 2023 | By: | /s/ GERALD N. HERMAN |
|
| Gerald N. Herman |
|
| Executive Vice President and Chief Financial Officer |
-Bruker Confidential-
