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): November 2, 2021

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 November 2, 2021, 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 Frank E. Casal to fill the vacancy. Mr. Casal was also appointed to the Audit Committee of the Board.

Mr. Casal spent over 40 years at KPMG, LLP, the U.S. member firm of KPMG International, in various roles, most recently as Vice Chair, Audit, where he was responsible for creating and executing the strategic vision for the U.S. audit practice before retiring June 30, 2021. He earned his B.S. in Business Administration from Boston University and is a licensed CPA in Massachusetts and New York

Mr. Casal will serve as a director of the Company, subject to his earlier removal, resignation or death, until the Company’s 2022 annual meeting of the stockholders and thereafter until his successor is chosen and qualified.

There are no arrangements or understandings between Mr. Casal and any other person pursuant to which he was appointed a director, nor are there any transactions between Mr. Casal and the Company that would be reportable under Item 404(a) of Regulation S-K. Mr. Casal will participate in the Company’s standard director compensation program. Pursuant to this program, Mr. Casal 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, Mr. Casal will receive an annual grant of unrestricted stock with a fair market value equal to $140,000, with the initial annual grant pro-rated in accordance with the compensation program for the number of days out of 365 that have elapsed since the date of the last annual equity award to non-employee directors.

On November 3, 2021, the Company issued a press release announcing the appointment of Mr. Casal 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 November 3, 2021, 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.
Date: November 4, 2021	/s/ Jason W. Joseph
	Jason W. Joseph Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Brooks Automation Names Frank Casal to its Board of Directors

CHELMSFORD, Mass., November 3, 2021 (PR Newswire) — Brooks Automation, Inc. (Nasdaq: BRKS) today announced that Frank Casal has been elected to its Board of Directors. Mr. Casal most recently served as Vice Chair, Audit for KPMG, LLP, the U.S. member firm of KPMG International (KPMGI). He joins the Brooks Board and Audit Committee, bringing deep business acumen, leadership experience and expertise.

“We are excited to have Frank join our Board,” said Steve Schwartz, President and CEO of Brooks. “Frank brings a depth of knowledge and experience having worked with and advised some of the largest and most successful Fortune 500 companies, not to mention his leadership roles within a preeminent global accounting firm. His perspective will provide invaluable insights to the Board and to our Company.”

Joseph R. Martin, Chairman of the Brooks Board of Directors also commented, “I am pleased to welcome Frank to the Board. His decades of leadership, business and audit experience will be a significant asset to our Company as we enter a new phase in our transformation.”

Mr. Casal spent over 40 years at KPMG in various roles, most recently as Vice Chair, Audit for KPMG LLP, where he was responsible for creating and executing the strategic vision for the U.S. audit practice before retiring June 30, 2021. He earned his B.S. in Business Administration from Boston University and is a licensed CPA in Massachusetts and New York.

About Brooks Automation

Brooks (Nasdaq: BRKS) operates two global, market-leading businesses, Life Sciences and Semiconductor Solutions, each with its own distinct area of focus and expertise. The Life Sciences business, to be operated under the new Azenta brand, 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. On September 20, 2021, the Company announced the pending sale to Thomas H. Lee Partners of its Semiconductor Solutions Group business, which provides industry-leading precision vacuum robotics, integrated automation systems and contamination control solutions to the world's leading semiconductor chip makers and equipment manufacturers as well as collaborative robotics and automation capabilities for multi-market applications. Brooks is headquartered in Chelmsford, MA, with operations in North America, Europe and Asia. For more information, please visit www.brooks.com.

INVESTOR CONTACTS:
Sara Silverman
Director, Investor Relations
Brooks Automation
978.262.2635
sara.silverman@brooks.com

Sherry Dinsmore
Brooks Automation
978.262.2400
sherry.dinsmore@brooks.com

XML

Document and Entity Information	Jun. 18, 2019
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 02, 2021
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