UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On May 11, 2021, the Board of Directors (the “Board”) of MKS Instruments, Inc. (the “Company”) elected Peter J. Cannone III as a Class III Director, effective immediately, to fill one of two vacancies on the Board, and to serve until the 2023 Annual Meeting of Shareholders. Mr. Cannone will initially serve on the Audit Committee of the Board.
There are no transactions involving the Company and Mr. Cannone that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. There were no arrangements or understandings between Mr. Cannone and any other persons pursuant to which Mr. Cannone was appointed as a director.
Mr. Cannone is entitled to receive compensation for his Board and committee service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2021 (the “Proxy Statement”), as adjusted by the Board from time to time. As part of these standard compensation arrangements, on May 11, 2021, Mr. Cannone received an automatic grant of restricted stock units (“RSUs”) with a grant date value of $200,000, which RSUs shall vest in full on the day prior to the first annual meeting of shareholders following the date of grant (or if no such meeting is held within 13 months after the date of grant, on the 13 month anniversary of the date of grant). In addition, Mr. Cannone will receive a prorated portion of the $70,000 annual retainer payable to non-employee Board members and $12,500 annual retainer payable to Audit Committee members.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following sets forth the results of voting by shareholders at the 2021 Annual Meeting held on May 11, 2021:
a) Election of three Class I Directors to serve for a three-year term and until their successors are elected:
| Director Nominee |
Votes For |
Votes Withheld | ||
| Rajeev Batra |
48,811,067 | 1,757,946 | ||
| Gerald G. Colella |
48,898,523 | 1,670,490 | ||
| Elizabeth A. Mora |
50,344,354 | 224,659 |
There were broker non-votes of 1,826,889 shares on this proposal.
b) Approval of compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the Proxy Statement for this meeting:
| Votes For |
Votes Against |
Votes Abstained | ||
| 49,386,752 | 976,817 | 205,444 |
There were broker non-votes of 1,826,889 shares on this proposal.
c) Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021:
| Votes For |
Votes Against |
Votes Abstained | ||
| 51,351,611 | 1,027,367 | 16,924 |
There were no broker non-votes for this proposal.
SIGNATURES
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.
| MKS Instruments, Inc. | ||||||
| By: | /s/ Kathleen F. Burke | |||||
| Date: May 12, 2021 | Name: | Kathleen F. Burke | ||||
| Title: | Senior Vice President, General Counsel & Secretary | |||||