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): May 21, 2020
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 2020 Annual Meeting of Stockholders on May 21, 2020. The proposals submitted by the Board of Directors to a vote of stockholders, and the results of the voting on each proposal, are indicated below.
Proposal No. 1— Election of Directors
The following nominees were elected by stockholders to serve as Class II directors until the Company’s 2023 Annual Meeting of Stockholders:
| Nominees for Class III director: | | For | | Withheld | | Broker
Non-Votes |
| Cynthia M. Friend | | 143,843,547 | | 690,080 | | 5,731,507 |
| Marc A. Kastner | | 143,173,726 | | 1,359,901 | | 5,731,507 |
| Hermann Requardt | | 143,825,443 | | 708,184 | | 5,731,507 |
Proposal No. 2 — Advisory Vote on Compensation of Named Executive Officers
The proposal to approve, on an advisory basis, the 2019 compensation of the named executive officers as disclosed in the Company’s proxy statement for the 2020 Annual Meeting of Stockholders was approved based upon the following votes:
| For | | Against | | Abstain | | Broker
Non-Votes |
| 143,270,073 | | 1,254,105 | | 9,449 | | 5,731,507 |
Proposal No. 3 — 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 2020 was approved based upon the following votes:
| For | | Against | | Abstain | | Broker
Non-Votes |
| 147,736,372 | | 2,518,951 | | 9,811 | | N/A |
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: May 26, 2020 | By: | /s/GERALD N. HERMAN |
| | | Gerald N. Herman |
| | | Chief Financial Officer |
