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, 2010
Waters Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| |
|
|
|
01-14010
(Commission File Number)
|
|
13-3668640
(IRS Employer Identification No.) |
| |
|
|
|
34 Maple Street, Milford, Massachusetts
(Address of Principal Executive Offices)
|
|
01757
(Zip Code) |
(508) 478-2000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to satisfy the filing obligation
of the registrant under any of the following provisions (see General Instruction A.2 below):
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 11, 2010, the Board of Directors voted to approve an amendment to the first paragraph of
Article I, Section 7 of the Amended and Restated By-laws of the Corporation to make a conforming
change, as follows:
“SECTION 7. VOTING. Except as otherwise provided in the Certificate of Incorporation or by these
Bylaws, each stockholder shall be entitled to one vote for each share of the capital stock of the
Corporation registered in the name of such stockholder upon the books of the Corporation. Each
stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another person or persons to act for
him by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date,
unless the proxy provides for a longer period. When directed by the presiding officer or upon the
demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by
ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall
be elected as specified in Article II, Section 1(B) of these Bylaws and, whenever any corporate
action, other than the election of Directors is to be taken, it shall be authorized by a majority
of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.”
Item 5.07 Submission of Matters to a Vote of Security Holders
The final results of voting on each of the matters submitted to a vote of security holders
during the Registrant’s annual meeting of shareholders on May 11, 2010 are as follows.
PROPOSAL 1. ELECTION OF DIRECTORS
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker |
|
| |
|
For |
|
|
Against |
|
|
Abstentions |
|
|
Non-Votes |
|
Election of Directors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas A. Berthiaume |
|
|
75,371,266 |
|
|
|
— |
|
|
|
2,608,329 |
|
|
|
4,569,536 |
|
Joshua Bekenstein |
|
|
75,794,148 |
|
|
|
— |
|
|
|
2,185,477 |
|
|
|
4,569,536 |
|
Michael J. Berendt, Ph.D. |
|
|
75,838,263 |
|
|
|
— |
|
|
|
2,141,332 |
|
|
|
4,569,536 |
|
Edward Conard |
|
|
75,804,234 |
|
|
|
— |
|
|
|
2,175,361 |
|
|
|
4,569,536 |
|
Laurie H. Glimcher, M.D. |
|
|
74,016,588 |
|
|
|
— |
|
|
|
3,963,007 |
|
|
|
4,569,536 |
|
Christopher A. Kuebler |
|
|
77,302,862 |
|
|
|
— |
|
|
|
676,733 |
|
|
|
4,569,536 |
|
William J. Miller |
|
|
75,386,489 |
|
|
|
— |
|
|
|
2,593,106 |
|
|
|
4,569,536 |
|
JoAnn A. Reed |
|
|
77,418,787 |
|
|
|
— |
|
|
|
560,808 |
|
|
|
4,569,536 |
|
Thomas P. Salice |
|
|
75,764,481 |
|
|
|
— |
|
|
|
2,215,114 |
|
|
|
4,569,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under the Registrant’s
Bylaws, each of the
directors was elected,
having received more
votes “for” than
“against.” |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPOSAL
2. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For |
|
|
Against |
|
|
Abstentions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under the Registrant’s
Bylaws, the selection of
PricewaterhouseCoopers
was ratified, having
received “for” votes
from more than a
majority of shares cast
for, against or abstain. |
|
|
80,094,684 |
|
|
|
2,417,265 |
|
|
|
37,182 |
|
|
|
|
|