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

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.