8-K
MKS INSTRUMENTS INC false 0001049502 0001049502 2020-05-11 2020-05-11

 

 

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 11, 2020

 

MKS Instruments, Inc.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

000-23621

 

04-2277512

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

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))

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, no par value

 

MKSI

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company 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.  

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

The following sets forth the results of voting by shareholders at the 2020 Annual Meeting held on May 11, 2020:

a)     Election of two Class III Directors to serve for a three-year term and until their successors are elected:

Director Nominee

 

Votes For

 

Votes Withheld

Joseph B. Donahue

 

49,358,280

 

196,932

Janice K. Henry

 

49,359,607

 

195,605

There were broker non-votes of 1,907,207 shares on this proposal.

b)     Approval of compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the Proxy Statement for this meeting:

Votes For

 

Votes Against

 

Votes Abstained

48,699,814

 

822,561

 

32,837

There were broker non-votes of 1,907,207 shares on this proposal.

c)     Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020:

Votes For

 

Votes Against

 

Votes Abstained

50,726,324

 

702,006

 

34,089

There were no broker non-votes for this proposal.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

    No.    

   

Description

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

             

May 12, 2020

 

 

By:

 

/s/ Kathleen F. Burke

 

 

Name:

 

Kathleen F. Burke

 

 

Title:

 

Senior Vice President, General Counsel & Secretary