8-K

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): December 9, 2020

Waters Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

01-14010	13-3668640
(Commission File Number)	(IRS Employer Identification No.)

34 Maple Street, Milford, Massachusetts	01757
(Address of Principal Executive Offices)	(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 simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ 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, par value $0.01 per share	WAT	New York Stock Exchange, Inc.

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)     On December 9, 2020, the Board of Directors (the “Board”) of Waters Corporation (the “Company”) increased the size of the Board from 9 to 10 members and appointed Pearl S. Huang to the Board, effective January 1, 2021, to fill the vacancy so created. Dr. Huang will serve as a director until the Company’s 2021 annual meeting of stockholders or until her earlier resignation, death or removal. In connection with Dr. Huang’s appointment, the Board also appointed Dr. Huang to serve as the Chairperson of the Science and Technology Committee. The Company announced the appointment of Dr. Huang in its December 10, 2020 press release.

The Board has determined that Dr. Huang meets the independence standards established under the New York Stock Exchange corporate governance listing standards.

Dr. Huang will receive the standard compensation paid by the Company to all of its non-employee directors and as described under “Director Compensation” in the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 2, 2020. Upon the effective date of her initial appointment to the Board, Dr. Huang will be awarded an initial equity grant valued at $220,000, comprised of 50% of such value in the form of a restricted stock award and 50% of such value in the form of a non-qualified stock option award, both of which will vest on the first anniversary of the date of grant. Dr. Huang will also be paid a cash retainer of $55,000 per annum, payable on a quarterly basis. In addition, as Chairperson of the Science and Technology Committee, Dr. Huang will be paid an additional cash retainer of $10,000 per annum, as well as board meeting fees and expenses.

Item 7.01 Regulation FD Disclosure.

On December 10, 2020, the Company issued a press release announcing the appointment of Dr. Huang to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information (including Exhibit 99.1) being furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

   (d) Exhibits

Number	Description of Exhibits
99.1	Press release dated December 10, 2020.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

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.

	WATERS CORPORATION
Dated: December 10, 2020	By:	/s/ Keeley A. Aleman
	Name:	Keeley A. Aleman
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

    

Waters Corporation Appoints Pearl S. Huang to Board of Directors

MILFORD, Mass. – Dec. 10, 2020 – Waters Corporation (NYSE:WAT) today announced that Dr. Pearl S. Huang, President and CEO of Cygnal Therapeutics and venture partner at Flagship Pioneering, has been appointed as a Director of Waters Corporation, effective January 1, 2021.

“We are pleased to welcome Pearl to the Waters Board of Directors,” said Dr. Flemming Ornskov, Chairman of the Board. “Pearl is a distinguished executive with significant scientific expertise in the discovery of biologics, small molecule and nucleic acid-based therapies, as well as a proven track record in drug discovery and the development of clinical trials. We look forward to benefitting from Pearl’s perspectives and believe she will add even greater value to Waters’ distinguished board of scientists and business leaders.”

“Pearl brings a tremendous blend of scientific expertise, global experience and an entrepreneurial spirit that is vital for Waters as we look to grow our product and services footprint in both pharmaceutical and clinical laboratories around the world,” said Dr. Udit Batra, CEO and President, Waters Corporation. “We are very fortunate to have Pearl join us and I look forward to working with her on our journey ahead.”

“Waters holds an essential position as a pioneering innovator whose products and services enable essential innovation in the life, food and materials sciences,” said Dr. Huang. “I’m honored and excited to work with the Board as well as Udit and the leadership team to leverage my experience to help Waters pursue opportunities for growth in the burgeoning pharma and biopharma industries.”

Dr. Huang is President and CEO of Cygnal Therapeutics and venture partner at Flagship Pioneering. She currently serves on the boards of Cygnal Therapeutics and KSQ Therapeutics. She previously held senior roles within the pharmaceutical industry, including Senior Vice President and Global Head of Therapeutic Modalities at Roche and Vice President and Global Head of Discovery Academic Partnerships at GSK. Dr. Huang co-founded BeiGene in 2010 and served as its Chief Scientific Officer. Before BeiGene, she led teams in oncology discovery at both Merck and GSK. She has received multiple awards and recognitions throughout her career. In 2020, Dr. Huang was named to the PharmaVOICE 100, a list of the most inspiring leaders in the life sciences, and was featured by FiercePharma as one of the Fiercest Women in Life Sciences. She received her undergraduate degree in life sciences from the Massachusetts Institute of Technology and a Ph.D. in molecular biology from Princeton University.

Additional Resources

• Waters Board of Directors

• Connect with Waters via Twitter, Facebook and LinkedIn

34 Maple Street Milford, MA 01757-3696 U.S.A.    [T] 508.478.2000    [T] 1.800.252.4752    [F] 508.872.1990    [W] www.waters.com

About Waters Corporation (www.waters.com)

Waters Corporation (NYSE:WAT), the world’s leading specialty measurement company, has pioneered chromatography, mass spectrometry, and thermal analysis innovations serving the life, materials, and food sciences for more than 60 years. With more than 7,000 employees worldwide, Waters operates directly in 35 countries, including 15 manufacturing facilities, and with products available in more than 100 countries.

Cautionary Statement

This release contains “forward-looking” statements regarding future results and events, including statements regarding Dr. Huang’s appointment. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words “will,” “feels”, “believes”, “anticipates”, “plans”, “expects”, “intends”, “suggests”, “appears”, “estimates”, “projects”, and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. Actual future results and events may differ significantly from the results and events discussed in the forward-looking statements within this release for a variety of reasons, including the factors that are discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” of the Company’s annual report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (“SEC”), as updated by the Company’s subsequent filings with the SEC. The forward-looking statements included in this release represent the Company’s estimates or views as of the date of this release and should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this release. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.

# # #

Contact:

Kevin Kempskie

Corporate Communications

Waters Corporation

kevin_kempskie@waters.com

617-413-4333

34 Maple Street Milford, MA 01757-3696 U.S.A.    [T] 508.478.2000    [T] 1.800.252.4752    [F] 508.872.1990    [W] www.waters.com

XML

Document and Entity Information	Dec. 09, 2020
Cover [Abstract]
Entity Registrant Name	WATERS CORP /DE/
Security Exchange Name	NYSE
Amendment Flag	false
Entity Central Index Key	0001000697
Document Type	8-K
Document Period End Date	Dec. 09, 2020
Entity Incorporation State Country Code	DE
Entity File Number	01-14010
Entity Tax Identification Number	13-3668640
Entity Address, Address Line One	34 Maple Street
Entity Address, City or Town	Milford
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01757
City Area Code	(508)
Local Phone Number	478-2000
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	WAT
Entity Emerging Growth Company	false