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): April 3, 2020

BROOKS AUTOMATION, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-25434	04-3040660
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 Elizabeth Drive, Chelmsford, MA	01824
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (978) 262-2400

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 :

☐    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, $0.01 par value	BRKS	The Nasdaq Stock Market LLC

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 April 3, 2020, the board of directors (the “Board”) of Brooks Automation, Inc. (the “Company”) increased the size of the Board from nine to ten members and appointed Erica McLaughlin to fill the vacancy. Ms. McLaughlin was also appointed to the Audit Committee of the Board.

Ms. McLaughlin is the senior vice president and chief financial officer of Cabot Corporation, a global specialty chemicals and performance materials company. She joined Cabot in 2002 and has held a variety of senior leadership positions including vice president of investor relations and corporate communications, as well as global director of strategy, planning and finance for Cabot’s core segment. Prior to joining Cabot, Ms. McLaughlin worked for KPMG, LLP in their audit services division. She is a certified public accountant and earned an MBA and a BS in accounting from Boston College.

Ms. McLaughlin will serve as a director of the Company, subject to her earlier removal, resignation or death, until the Company’s 2021 annual meeting of the stockholders and thereafter until her successor is chosen and qualified.

There are no arrangements or understandings between Ms. McLaughlin and any other person pursuant to which she was appointed a director, nor are there any transactions between Ms. McLaughlin and the Company that would be reportable under Item 404(a) of Regulation S-K. Ms. McLaughlin will participate in the Company’s standard director compensation program. Pursuant to this program, Ms. McLaughlin will receive an annual board retainer of $80,000 as a non-employee member of the Board, plus an additional annual retainer of $10,000 for service on the Audit Committee of the Board. In addition, Ms. McLaughlin will receive an annual grant of restricted stock with a fair market value equal to $120,000, with the initial annual grant pro-rated in accordance with the compensation program for the number of days out of 365 remaining until the next annual equity award to non-employee directors.

On April 6, 2020, the Company issued a press release announcing the appointment of Ms. McLaughlin to the Board. A copy of the press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated April 6, 2020, issued by Brooks Automation, Inc.
104	Cover Page Interactive Data File (embedded within the iXBRL (Inline eXtensible Business Reporting Language) document).

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.

	BROOKS AUTOMATION, INC.
	/s/ Jason W. Joseph
Date: April 7, 2020	Jason W. Joseph
	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Brooks Automation Names Erica McLaughlin to Its Board of Directors

CHELMSFORD, Mass., April 6, 2020 (PRNewswire) -- Brooks Automation, Inc. (Nasdaq:BRKS)  today announced that Erica McLaughlin has been elected to its Board of Directors.  Ms. McLaughlin, Senior Vice President and CFO of Cabot Corporation, joins the board and the audit committee, bringing deep leadership experience as a global public company CFO and a background in public accounting.

"We are excited and honored to have Erica join our Board," said Steve Schwartz, President and CEO of Brooks. "She brings experience as a strong leader in strategy and finance with a large global organization such as Cabot Corporation.  Erica will be an invaluable asset to the Board and to Brooks as we continue on our journey of growth and transformation to higher value."

Joseph R. Martin, Chairman of the Brooks Board of Directors, also commented, "I am delighted to welcome Erica to our Board.  She will bring a unique perspective to our Board based on her broad experience and executive leadership roles at Cabot, and she will be a  strong contributor to our audit committee.” 

Ms. McLaughlin has been with Cabot Corporation since 2002 in a variety of finance roles of increasing responsibility culminating in her current position as Chief Financial Officer.  Prior to Cabot, Ms. McLaughlin worked for KPMG, LLP in their audit services group.  She earned an MBA and BS in Accounting from Boston College. She also served on the Board of Directors of the Cabot Boston Credit Union from 2013 through 2016 and currently serves as an executive leader for Cabot’s Diversity and Inclusion Steering Committee.

About Brooks Automation
Brooks (Nasdaq: BRKS) is a leading provider of life science sample-based solutions and semiconductor manufacturing solutions worldwide.  The Company’s Life Sciences business provides a full suite of reliable cold-chain sample management solutions and genomic services across areas such as drug development, clinical research and advanced cell therapies for the industry’s top pharmaceutical, biotech, academic and healthcare institutions globally.  Brooks Life Sciences’ GENEWIZ division is a leading provider of DNA gene sequencing and gene synthesis services.  With over 40 years as a partner to the semiconductor manufacturing industry, Brooks is a provider of industry-leading precision vacuum robotics, integrated automation systems and contamination control solutions to the world’s leading semiconductor chip makers and equipment manufacturers.  Brooks is headquartered in Chelmsford, MA, with operations in North America, Europe and Asia.  For more information, visit www.brooks.com. 

“Safe Harbor Statement” under Section 21E of the Securities Exchange Act of 1934

Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Brooks' financial and business results to differ materially from our expectations. They are based on the facts known to management at the time they are made. These forward-looking statements include but are not limited to statements regarding the excepted impact and benefits of Ms. McLaughlin’s appointment to our Board of Directors. Factors that could cause results to differ from our expectations include the following:  the volatility of the industries the Company serves, particularly the semiconductor industry; our possible inability to meet demand for our products due to difficulties in obtaining components and materials from our suppliers in required quantities and of

required quality; risks and uncertainties related to the coronavirus originating in Wuhan, China and its effects on the Company’s operations in China, including supply chain, and the operations of our customers in China; the inability of customers to make payments to us when due; the timing and effectiveness of cost reduction and cost control measures; price competition; disputes concerning intellectual property; uncertainties in global political and economic conditions, and other factors and other risks, including those that we have described in our filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K, current reports on Form 8-K and our quarterly reports on Form 10-Q. As a result, we can provide no assurance that our future results will not be materially different from those projected. Brooks expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based. Brooks undertakes no obligation to update the information contained in this press release.

INVESTOR CONTACTS:

Mark Namaroff

Director, Investor Relations
Brooks Automation
978.262.2635
mark.namaroff@brooks.com

Sherry Dinsmore

Brooks Automation

978.262.2400

sherry.dinsmore@brooks.com 

XML

Document and Entity Information	Apr. 03, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Apr. 03, 2020
Entity File Number	0-25434
Entity Registrant Name	BROOKS AUTOMATION, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3040660
Entity Address, Address Line One	15 Elizabeth Drive
Entity Address, State or Province	MA
Entity Address, City or Town	Chelmsford
Entity Address, Postal Zip Code	01824
City Area Code	978
Local Phone Number	262-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	BRKS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000933974
Amendment Flag	false