MKS Instruments, Inc. (Form: 8-K)  

 


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):   August 25, 2008

MKS Instruments, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Massachusetts 000-23621 04-2277512
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2 Tech Drive, Suite 201, Andover, Massachusetts   01810
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   978-645-5500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As part of its effort to reduce costs during the current slowdown in the semiconductor manufacturing industry, MKS Instruments, Inc. (the "Company") has reduced the salaries of its executive officers and non-employee directors. The reductions were approved effective as of August 25, 2008. Beginning on such date, the salary of the President of the Company was decreased by 10%, and the salary of the other executive officers was decreased by 5%. In addition, cash compensation of the Chairman of the Board of Directors of the Company was decreased by 10% and the cash compensation of all other non-employee directors of the Company was decreased by 5%.

Reduced compensation amounts are as set forth in the exhibits attached to this Report. Such reductions shall remain in place until otherwise determined by the Board of Directors or Compensation Committee, as appropriate.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Salaries of Executive Officers, effective August 25, 2008

99.2 Cash Compensation of Non-Employee Directors, effective as of August 25, 2008






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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.

         
    MKS Instruments, Inc.
          
August 25, 2008   By:   /s/ Seth H. Bagshaw
       
        Name: Seth H. Bagshaw
        Title: Vice President and Corporate Controller


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Exhibit Index


     
Exhibit No.   Description

 
99.1
  Salaries of Executive Officers, effective August 25, 2008
99.2
  Cash Compensation of Non-Employee Directors, effective August 25, 2008
EX-99.1

Salaries of Executive Officers — Exhibit 99.1

Summary of Compensatory Arrangements with Executive Officers,
Effective August 25, 2008

         
Executive Officer   Annual Salary
Leo Berlinghieri, Chief Executive Officer and President
  $ 477,000  
 
       
Gerald G. Colella, Vice President, Chief Business Officer and Acting Group VP, PRG Products
  $ 346,750  
 
       
John T.C. Lee, Group VP CIT and Ion Systems Products
  $ 261,250  
 
       
John A. Smith, Vice President and Chief Technical Officer
  $ 280,250  
 
       
William D. Stewart, Vice President & General Manager, Vacuum Products Group
  $ 247,000  
 
       
Ronald C. Weigner, Vice President and Chief Financial Officer
  $ 261,250  
 
       

EX-99.2

Cash Compensation of Non-Employee Directors — Exhibit 99.2

MKS Instruments, Inc.
Director and Committee Member Compensation
Effective August 25, 2008

                         
            Annual Retainer    
            (Paid in Quarterly    
            Installments)   Meeting Fee
Chairman
          $ 67,500.00     $ 1,800.00  
 
                       
Board Member
          $ 30,400.00     $ 1,900.00  
 
                       
Lead Director
          $ 15,200.00          
 
                       
Audit Committee
  Chair   $ 11,400.00     $ 1,425.00  
 
                       
 
  Member           $ 1,425.00  
 
                       
Compensation Committee
  Chair   $ 9,500.00     $ 1,425.00  
 
                       
 
  Member           $ 1,425.00  
 
                       
Nominating & Corporate Governance Committee
  Chair   $ 5,700.00     $ 1,425.00  
 
                       
 
  Member           $ 1,425.00