UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following sets forth the results of voting by shareholders at the 2023 Annual Meeting of Shareholders of MKS Instruments, Inc. (the “Company”) held on May 16, 2023:
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 | ||||||
| Peter J. Cannone III |
58,525,631 | 2,056,622 | ||||||
| Joseph B. Donahue |
56,987,072 | 3,595,181 | ||||||
There were broker non-votes of 1,970,749 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 U.S. 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 | ||
| 58,447,222 | 1,979,837 | 155,194 |
There were broker non-votes of 1,970,749 shares on this proposal.
c) Approval of a shareholder advisory vote on the frequency of advisory votes on executive compensation:
| One Year |
Two Years |
Three Years |
Abstain | |||
| 59,969,582 | 38,154 | 541,165 | 33,352 |
There were no broker non-votes for this proposal.
In accordance with the results of this shareholder advisory vote, on May 16, 2023, the Company’s Board of Directors voted that shareholders of the Company be provided with an opportunity to cast advisory votes to approve executive compensation every year.
d) Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:
| Votes For |
Votes Against |
Votes Abstained | ||
| 61,642,801 | 882,305 | 27,896 |
There were no broker non-votes for this proposal.
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. | ||||||
| By: | /s/ Kathleen F. Burke | |||||
| Date: May 18, 2023 | Name: | Kathleen F. Burke | ||||
| Title: | Executive Vice President, General Counsel & Secretary | |||||