Waters Corporation (NYSE:WAT) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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Waters Corporation (NYSE:WAT) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07

Submission of Matters to a Vote of Security
Holders

A total of 70,637,773 shares were present or represented by proxy
at the annual meeting of stockholders of Waters Corporation (the
Company) on May9, 2017, representing approximately 88.2% of all
shares entitled to vote. The final results of voting on each of
the matters submitted to a vote of stockholders during the annual
meeting are as follows:

PROPOSAL 1. ELECTION OF DIRECTORS
For Withheld Broker Non-Votes

Election of Directors:

Douglas A. Berthiaume

65,699,924 2,240,181 2,697,668

Christopher J. OConnell

66,363,387 1,576,718 2,697,668

Michael J. Berendt, Ph.D.

61,679,658 6,260,447 2,697,668

Edward Conard

63,531,312 4,408,793 2,697,668

Laurie H. Glimcher, M.D.

63,415,333 4,524,772 2,697,668

Christopher A. Kuebler

66,652,433 1,287,672 2,697,668

William J. Miller

62,584,764 5,355,344 2,697,665

JoAnn A. Reed

66,952,447 987,658 2,697,668

Thomas P. Salice

62,221,588 5,718,517 2,697,668

In accordance with the Companys Amended and Restated Bylaws
and to the foregoing vote, each of the nominated directors
was re-elected to the Companys board of directors.

PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
For Against Abstain Broker Non-Votes

to the foregoing vote, the ratification of the selection of
PricewaterhouseCoopers as the Companys independent
registered public accounting firm was approved.

68,980,550 1,624,623 32,600
PROPOSAL 3. NON-BINDING VOTE ON EXECUTIVE
COMPENSATION
For Against Abstain Broker Non-Votes

to the foregoing vote, the stockholders adopted a
non-binding advisory resolution indicating their approval
of the compensation paid to the Companys named executive
officers.

58,635,537 9,258,902 45,560 2,697,774
PROPOSAL 4. NON-BINDING VOTE ON THE FREQUENCY OF
FUTURE EXECUTIVE COMPENSATION VOTES
Every1 Year Every2 Years Every3 Years Abstain Broker Non-Votes

The Board of Directors of the Company reviewed and
considered the results of the advisory vote as well as
general market practices, and determined that the Company
will include an advisory vote on executive compensation in
the Companys proxy materials once every year until such
time as another advisory vote on the frequency of such
non-binding
advisory votes on executive compensation votes is held, in
accordance with Section 14A(a)(2) of the Securities
Exchange Act of 1934, as amended.

62,804,067 23,977 5,075,194 36,762 2,697,773
PROPOSAL 5. REAPPROVE MATERIAL TERMS OF PERFORMANCE
GOALS AND RELATED PROVISIONS UNDER THE 2012 EQUITY INCENTIVE
PLAN FOR PURPOSES OF 162(M) OF THE INTERNAL REVENUE
CODE
For Against Abstain Broker Non-Votes

to the foregoing vote, the Companys stockholders reapproved
the material terms of the performance goals and related
provisions under the 2012 Equity incentive plan for
purposes of section 162(m) of the internal revenue code.

66,244,885 1,664,198 30,916 2,697,774
PROPOSAL 6. CONSIDERATION OF A SHAREHOLDER PROPOSAL
TO ADOPT A PROXY ACCESS BYLAW
For Against Abstain Broker Non-Votes

to the foregoing vote, the Companys stockholders approved
the shareholder proposal asking the Companys board of
directors to take the steps necessary to adopt a proxy
access bylaw.

54,951,662 6,545,859 6,442,582 2,697,670

Item8.01 Other Events

On May9, 2017, the Board of Directors of the Company authorized
the Company to repurchase up to $1,000,000,000 of its outstanding
common stock over a three-year period. The Companys prior share
repurchase program, which was authorized in May 2014 and set to
expire in May 2017, that authorized the Company to repurchase up
to $750,000,000 of its outstanding common stock, has been
extended and will be completed before utilizing the new
authorization. As of May9, 2017 there was $31,000,000 remaining
under that program.


About Waters Corporation (NYSE:WAT)

Waters Corporation is an analytical instrument manufacturer. The Company designs, manufactures, distributes and services instrument systems, columns and other chemistry consumables that are integrated and used along with other analytical instruments. The Company operates through two segments: Waters Division and TA Division. Its Waters Division’s products and services primarily consist of high performance liquid chromatography, ultra performance liquid chromatography, mass spectrometry and chemistry consumable products and related services. TA Division’s products and services primarily consist of thermal analysis, rheometry and calorimetry instrument systems and service sales. Its products are used by pharmaceutical, life science, biochemical, industrial, nutritional safety, environmental, academic and governmental customers working in research and development, quality assurance and other laboratory applications.

Waters Corporation (NYSE:WAT) Recent Trading Information

Waters Corporation (NYSE:WAT) closed its last trading session down -1.65 at 172.46 with 656,515 shares trading hands.