UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

BRUKER CORPORATION
40 Manning Road
Billerica, MA 01821
(978) 663-3660

Dear Stockholder:

        On behalf of the board of directors and management of Bruker Corporation, I would like to invite you to attend our Annual Meeting of Stockholders to be held on Friday,Thursday, May 18, 201216, 2013 at 9:0030 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts.

        The Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the formal business to be conducted at the meeting, and Proxy Card, accompany this letter. The Company's Annual Report to Stockholders is also enclosed for your information.

        All Stockholders are invited to attend the Meeting. To ensure your representation at the Meeting, however, you are urged to vote by proxy by completing, dating and returning the enclosed Proxy Card. A postage-paid envelope is enclosed for that purpose. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the Stockholders is important.

        I look forward to your participation and thank you for your continued support.

		Sincerely,
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

BRUKER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

        Notice is hereby given that the Annual Meeting of the Stockholders of Bruker Corporation will be held on May 18, 2012,16, 2013, at 9:0030 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts, for the following purposes:

1.

To elect the four Class IIII nominees for director named in the accompanying proxy statement to hold office until the 20152016 Annual Meeting of Stockholders.

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2012.2013.

3.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        The board of directors has fixed the close of business on March 30, 201222, 2013 as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof.

		By order of the board of directors
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

Billerica, Massachusetts
April 13, 201210, 2013

        All stockholders are invited to attend the meeting. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or by the internet, or by completing, dating and returning the enclosed Proxy Card in the enclosed postage-paid envelope. Your shares cannot be voted unless you vote by telephone or internet, date, sign and return the enclosed Proxy Card, or attend the meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the stockholders is important. Even if you have given your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a proxy issued in your name from the record holder.

**************

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2012:16, 2013:

This Proxy Statement and the accompanying Annual Report are available via the Internet at:http://ir.bruker.com

BRUKER CORPORATION
PROXY STATEMENT

        This proxy statement and the enclosed proxy card are furnished in connection with the solicitation of proxies by the board of directors of Bruker Corporation (the "Company") for use at the 20122013 Annual Meeting of Stockholders (the "2012"2013 Annual Meeting") to be held on May 18, 2012,16, 2013, at the time and place set forth in the notice of the meeting and at any adjournments thereof. The approximate date on which this proxy statement and form of proxy are first being sent to stockholders is April 13, 2012.10, 2013.

        The holders of a majority in interest of all of the Company's common stock, par value $.01 per share ("Common Stock") issued, outstanding and entitled to vote are required to be present in person or be represented by proxy at the 20122013 Annual Meeting in order to constitute a quorum for the transaction of business. Each share of Common Stock outstanding on the record date will be entitled to one vote on all matters.

        For Proposal No. 1, the four candidates for election as directors at the 20122013 Annual Meeting who receive the highest number of affirmative votes will be elected. For Proposal No. 2, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2012,2013, the affirmative vote of holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal will be required for approval.

        Because abstentions with respect to any matter are treated as shares present or represented and entitled to vote for the purposes of determining whether that matter has been approved by the stockholders, abstentions have the same effect as negative votes for each proposal other than the election of directors.

        If the enclosed proxy card is properly executed and returned, it will be voted in the manner instructed by the stockholder. If a proxy card is properly submitted but contains no instructions, the shares represented thereby will be voted FOR all nominees for director in Proposal No. 1 and FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 20122013 in Proposal No. 2. In addition, if other matters come before the meeting, the persons named in the accompanying proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Any person signing the enclosed form of proxy has the power to revoke it by voting in person at the meeting or by giving written notice of revocation to the Secretary of the Company at any time before the proxy is exercised. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to vote at the meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from the record holder.

        If shares are held in the "street name" of a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to certain of the proposals to be acted upon. If the broker or nominee is not given instructions as to how to vote such shares, the broker has authority under New York Stock Exchange rules to vote those shares for or against "routine" matters, such as the ratification of accounting firms. Brokers cannot vote on their customers' behalf on "non-routine" proposals such as the election of directors and the advisory vote on the compensation of the Company's named executive officers. These rules apply notwithstanding the fact that shares of the Company's Common Stock are traded on the NASDAQ Global Select Market. If the brokerage firm lacks discretionary voting power with respect to an item that is not a routine matter and you do not provide voting instructions (a "broker non-vote"), such shares will be counted for purposes of establishing a quorum to conduct business at the 20122013 Annual Meeting, but will not be counted for purposes of determining whether stockholder approval of any particular matter has been obtained.

        The Company will bear the cost of the solicitation. Although it is expected that the solicitation will be primarily by mail, regular employees or representatives of the Company (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone, telecopier and in

person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals at the expense of the Company.

        The Company's 20112012 Annual Report, including the Company's audited financial statements for the fiscal year ended December 31, 2011,2012, is being mailed to stockholders concurrently with this proxy statement.

        The Company's principal executive offices are located at 40 Manning Road, Billerica, Massachusetts 01821, and our telephone number is (978) 663-3660.

RECORD DATE AND VOTING SECURITIES

        Only stockholders of record at the close of business on March 30, 201222, 2013 are entitled to notice of and to vote at the meeting. On March 30, 2012,22, 2013, the Company had outstanding and entitled to vote 166,092,519167,037,400 shares of Common Stock. Each outstanding share of Common Stock entitles the record holder to one vote. Broadridge Financial Solutions, Inc. will tabulate all votes that are received prior to the date of the Annual Meeting. The inspector of elections, who will be one of our employees or one of our attorneys, will receive Broadridge's tabulation, tabulate all other votes, and certify the voting results.

CORPORATE INFORMATION

        Bruker Corporation was incorporated in Massachusetts as Bruker Federal Systems Corporation. In February 2000, we reincorporated in Delaware as Bruker Daltonics Inc. In July 2003, we merged with Bruker AXS Inc., and we were the surviving corporation in that merger. In connection with that merger, we changed our name to Bruker BioSciences Corporation and formed two operating subsidiaries, Bruker Daltonics and Bruker AXS, into which we transferred substantially all of their respective assets and liabilities, except cash. In July 2006, we acquired Bruker Optics Inc., also a company under common control. In February 2008, we acquired the Bruker BioSpin group of companies, which we sometimes refer to as the Bruker BioSpin Group, also a group of companies under common control. In connection with the Bruker BioSpin acquisition, we changed our name to Bruker Corporation. Our fivefour principal operating segments are Bruker BioSpin, Bruker Daltonics,CALID, Bruker MAT Bruker Optics, and Bruker Energy & Supercon Technologies, or BEST.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

        The first proposal on the agenda for the 20122013 Annual Meeting is the election of Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard D. Kniss, Joerg C. Laukien, William A. Linton and Chris van IngenPacker to serve as Class IIII directors for a three-year term beginning at the 20122013 Annual Meeting and ending at our 20152016 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. The Company's Certificate of Incorporation, as amended, provides that the board of directors shall consist of three classes of directors with overlapping three-year terms. One class of directors is to be elected each year for a three-year term. Directors are assigned to each class in accordance with a resolution or resolutions adopted by the board of directors, each class consisting, as nearly as possible, of one-third the total number of directors. There are currently thirteentwelve members of our board of directors, consisting of four Class I directors, fivefour Class II directors and four Class III directors, and there is one vacancy within the class of Class II directors.

        At the 20122013 Annual Meeting, four nominees will be elected as Class IIII directors to serve for a term expiring at the 20152016 Annual Meeting of Stockholders. The directors in each of Class III and Class IIIII are serving terms expiring at the Company's Annual Meeting of Stockholders in 20132014 and 2014,2015, respectively.

        ThreeEach of the nominees for Class IIII director, Richard D. Kniss, Joerg C.Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and WilliamRichard A. Linton, arePacker, is currently Class III directors. One of the nominees for Class III director, Chris van Ingen, has been nominated to fill the vacancy that will be created by the retirement of Tony W. Keller, who has servedserving as a Class III director since 2008, at the expiration of his current term.I director. All nominees were unanimously approved by our board of directors, including unanimous approval by our independent

directors, upon the unanimous recommendation of the Nominating Committee, which is comprised of three independent directors.

        Unless marked otherwise, proxies received will be votedFOR the election of each of the four nominees for the office of director. If any such nominee is unwilling or unable to serve as a nominee for the office of director at the time of the 20122013 Annual Meeting, the proxies may be voted either (1) for a substitute nominee who shall be designated by the present board of directors to fill such vacancy or (2) for the other nominees only, leaving a vacancy. Alternatively, the size of the board of directors may be reduced so that there is no vacancy. The board of directors has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

        The Board of Directors recommends a vote FOR the election of each of the nominees for Director.

Certain Information Regarding Directors and Nominees

        The biographies of each of the nominees and continuing directors below contain information regarding each person's service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director of the Company in 2012.2013.

Nominees for Election to a Three-Year Term Expiring at the 20152016 Annual Meeting

Directors Continuing in Office until the 2014 Annual Meeting

BOARD LEADERSHIP STRUCTURE

        Under our bylaws, the chairman of the Company's board of directors has the power to preside at all meetings of the board. Dr. Frank Laukien, our Chief Executive Officer and President, serves as the Chairman of our board of directors and has done so throughout the time we have been a public company. Although the board believes that the combination of the Chairman and Chief Executive Officer roles is appropriate in the current circumstances, the board does not have a fixed policy regarding the combination or separation of the offices of Chairman and Chief Executive Officer. Our board of directors believes that it should have the flexibility to make these determinations at any given point in time in the way that it considers best to provide appropriate leadership for the Company at that time.

        The Chief Executive Officer is appointed by our board to manage the Company's daily affairs and operations. Dr. Laukien's extensive industry knowledge and long history of direct involvement in the Company's operations make him best suited to serve as Chairman in order to (i) lead the board in productive discussions on important matters affecting the Company; (ii) create a firm link between management and the board and promote the development and implementation of corporate strategy; (iii) determine necessary and appropriate agenda items for meetings of the board with input from the independent lead director and board committee chairpersons; and (iv) determine and manage the amount of time and information devoted to discussion and analysis of agenda items and other matters that may come before the board. Additionally, his significant equity ownership, at over 23% of the outstanding shares of the Company's common stock, means that he has a close and direct alignment of interests with the interests of our other shareholders.

        While we believe that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of the Company and its shareholders at this time, our board structure also fosters strong oversight by independent directors. Since 2004, an independent lead director has been appointed by the independent directors to ensure an independent leadership contact. The lead director's responsibilities include: (i) consulting with the Chairman regarding agenda items for board meetings; (ii) chairing executive sessions of the independent directors; (iii) calling executive sessions of the independent directors of the board and advising the Chairman and Chief Executive Officer of actions or deliberations at such sessions; (iv) acting as a liaison between the independent directors and the full board, as necessary; and (iv) establishing, in consultation with the Chairman and Chief Executive Officer and any appropriate board committees, procedures to govern the board's work, ensuring that the board of directors is appropriately approving strategy and supervising management's progress. Dr. William Linton has served in the role of lead director since the position was established in 2004. The Chairman and Chief Executive Officer consults periodically with the lead director on governance matters and on issues facing the Company. In addition, the lead director serves as the principal liaison between the Chairman and the independent directors and presides at executive sessions of independent directors at regularly scheduled in-person board meetings. The board of directors believes that this approach appropriately and effectively complements the Company's combined Chairman and Chief Executive Officer.

BOARD MEETINGS, COMMITTEES AND COMPENSATION

        There are thirteencurrently twelve members of our board of directors. A majoritydirectors and there is one vacancy within the class of directors serving for a term expiring at our 2014 Annual Meeting. Eight of our twelve current directors, namely Wolf-Dieter Emmerich, Stephen W. Fesik, Brenda J. Furlong, Marc A. Kastner, Richard D. Kniss, William A. Linton, Richard A. Packer, and Charles F. Wagner, Jr.,Chris van Ingen, meet the independence requirements of the NASDAQ Stock Market LLC, or NASDAQ, listing standards. In addition, our board of directors has determined that new director nominee Chris van Ingen qualifies as independent under these standards.

        During 2011,2012, the board of directors of the Company held sixeight meetings. EachOur incumbent directors, on average, attended approximately 98% of board and committee meetings during 2012. No director otherattended less than Mr. Kniss and Dr. Linton, attended at least 75 percent of the total number of 2012 meetings of the board of directors and board committees of which he or she was a member in 2011. Mr. Kniss attended 67% of the total number of meetings of the board of directors and all of the meetings of the board committees of which he was a member and Dr. Linton attended 67% of the meetings of the board of directors.member. It is the policy of our board of directors that at least two directors, including at least one independent director, attend our Annual Meeting, either in person or by telephonic conference. Three directors attended our 20112012 Annual Meeting.

        As described below, the board of directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee.

        Audit Committee.    The Audit Committee of the board of directors is currently comprised of Brenda J. Furlong, Richard A. Packer, and Charles F. Wagner, Jr.,Chris van Ingen, each of whom satisfy the applicable independence requirements of the rules and regulations of the SEC and NASDAQ. Under these rules, we are required to have an Audit Committee consisting of at least three independent members. The Audit Committee met fiveseven times during 20112012 in regular session. During 2011,2012, the Audit Committee also met periodically in connection with its internal investigation intothe Company's review of legal compliance matters at thecertain of its subsidiaries operating in China and Hong Kong operations of the Company's Bruker Optics subsidiary.Kong. Ms. Furlong, Chair of the Audit Committee, and Mr. Wagner each qualifies as an audit committee financial expert pursuant to applicable SEC rules and regulations.

        The Audit Committee provides assistance to the board of directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the Company and its subsidiaries. The Audit Committee works extensively with the independent auditors, pre-approves all audit and non-audit services provided to the Company by its independent auditors, reviews the performance of the independent auditors and replaces or terminates the independent auditors when circumstances warrant. The Audit Committee is also charged with establishing and monitoring procedures for (i) the receipt, retention or treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential submission by the Company's employees of concerns regarding questionable accounting or auditing matters. None of the members of the Audit Committee has participated in the preparation of any financial statements of the Company at any time during the last three fiscal years. The Audit Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Compensation Committee.    The Compensation Committee, which is comprised of Wolf-Dieter Emmerich, Stephen W. Fesik and Richard D. Kniss, all of whom meet the independence requirements of the NASDAQ Listing Rules, met onceeleven times during 2011. In addition to this meeting, members of the Compensation Committee communicated periodically throughout the year regarding compensation-related matters.2012. Mr. Kniss is the Chairman of the Compensation Committee. The Compensation Committee (i) administers the Company's stock option plan; (ii) determines the chief executive officer's salary, bonus, and equity based compensation; (iii) oversees the executive compensation program for the Company's other executive officers; and (iv) determines such compensation, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors. From time to time, the Company expects that various of its senior executive officers will provide analysis and recommendations to the Compensation Committee on compensation issues, as requested by the Compensation Committee. In particular, the Chief Executive Officer annually evaluates the performance of the Chief Financial Officer and makes recommendations to the Compensation Committee regarding the Chief OperatingFinancial Officer's compensation. Additionally, the Chief Financial Officer annually evaluates the performance of the Company's executive officers other than the Chief Executive Officer and makes recommendations to the Compensation Committee regarding the compensation of these executive officers. The Compensation Committee reviews these performance evaluations and recommendations and, if the Committee deems appropriate, adopts the recommendations with little to no change. Our Chief Executive Officer, Chief Financial Officer and the DirectorGlobal Vice President of Human Resources may routinely attend meetings of the Compensation Committee to provide information relating to matters the Compensation Committee is considering. The

Compensation Committee may, from time to time, meet in executive session without any executive officers present. The Compensation Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Nominating Committee.    The Nominating Committee is comprised of Wolf-Dieter Emmerich, William A. Linton and Richard A. Packer, all of whom meet the independence requirements of the NASDAQ Listing Rules. Mr. Packer is the Chairman of the Nominating Committee. The purpose of the Nominating Committee is to assist the board in identifying and recruiting individuals qualified to become board members, consistent with criteria approved by the board, and to recommend to the board nominees for election to the office of director at the next annual meeting of stockholders, or for election to fill any vacancies between annual meetings. While the board of directors retains responsibility for selecting nominees and recommending them for election by the Company's stockholders, the Nominating Committee is responsible for developing and implementing a process to identify qualified and willing candidates for recommendation to the board. The Nominating Committee is assisted by non-voting advisors from our board, including Dr. Frank Laukien, our Chairman, President, CEO and largest stockholder, and Mr. Joerg Laukien, a director and significant stockholder. The role of the advisors is to provide input to the Nominating Committee as major shareholders of the Corporation. The Nominating Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        The Nominating Committee met two timesone time during 2011.2012. In addition to these meetings,this meeting, members of the Nominating Committee communicated periodically throughout the year regarding candidates for director and director nomination matters. At a meeting held in March 2012,February 2013, the Nominating Committee unanimously recommended the current slate of nominees for director to the full board of directors, as well as the election of Marc A. Kastner to fill one of two vacancies on the Company's board of directors.

        In addition to the standing committees described above, in April 2013 the board of directors established a temporary BEST Special Committee, comprised of Chris van Ingen, Frank Laukien and Joerg Laukien, to focus on key issues relating to the Company's Bruker Energy and Supercon Technologies division.

DIRECTOR NOMINATIONS

        On March 3, 2004, the Company adopted a policy by board resolution governing the nomination of directors, according to which the full board of directors approves all nominees for board membership. All nominees must also be approved by a majority of the Company's independent directors. Upon recommendation of the Nominating Committee, the qualifications of candidates will be reviewed by at least a majority of the independent directors of the Company, as well as the full board of directors. Stockholders may recommend director candidates for inclusion by the board of directors in the slate of nominees which the board recommends to stockholders for election as described below.

        The process followed to identify and evaluate potential candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by the members of the Nominating Committee, the independent directors and the board. The Nominating Committee, the independent directors and the board are each authorized to retain advisers and consultants and to compensate them for their services. No such advisers or consultants were retained for this purpose during fiscal year 2011.2012.

        The Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but strives to identify and recruit director candidates with a variety of complementary skills so that, as a group, the board will possess the appropriate talent, skills and expertise to oversee the Company's business. When considering a potential director candidate, the

Nominating Committee evaluates the entirety of each candidate's experience and qualifications. The Nominating Committee looks for personal and professional integrity, demonstrated ability and judgment and business experience.

        In considering whether to recommend any candidate for inclusion in the board's slate of recommended director nominees, the board and the independent directors apply the criteria which are set forth in a resolution of the board approved and adopted on March 3, 2004.

        These criteria include, but are not limited to, the following:

•

experience in aspects of business or technology relevant to the Company's business;



•

sufficient time available to devote to the affairs of the Company;



•

character and integrity;



•

ability to represent the best interests of stockholders as a whole rather than special interest groups;



•

willingness to participate actively as a board member; and



•

communication, decision-making and interpersonal skills.

        The board and the independent directors may also consider the following for some of the director nominees:

•

experience serving as a director of a public company;



•

familiarity with corporate governance issues;

•

independence, as determined in accordance with SEC rules and regulations and NASDAQ listing standards;



•

experience in running a comparable company or division of a comparable company;



•

insight into the Company, its strategy, business model, operations, and financials;



•

knowledge of industry trends and markets; and



•

qualification as an "audit committee financial expert" to serve on the Audit Committee in accordance with SEC and NASDAQ definitions.

        In evaluating candidates recommended by the Nominating Committee, the board and the independent directors do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

        Although the Company does not have a specific policy with respect to the nomination of directors by stockholders, the Nominating Committee will consider nominations made by stockholders. The Company believes that it is not necessary to have a policy for director nominations by stockholders because the board of directors, including the Nominating Committee and the independent directors, is able to effectively locate and evaluate potential candidates for nomination to the board of directors due to the directors' intimate knowledge of the Company and the life science industry. However, stockholders may communicate directly with the Nominating Committee of the board of directors by written communication submitted to Richard M. Stein at the address set forth below under "Stockholder Communications." Mr. Stein shall be primarily responsible for monitoring the communications and providing summaries or copies of such communications to the Nominating Committee or the board of directors as he deems appropriate, and, as described below, will submit communications to the Nominating Committee or the board of directors, as appropriate, relating to

corporate governance matters and long-term corporate strategy. Stockholders may use this process to suggest potential nominations to the board of directors. Such suggested nominations shall be forwarded to the Nominating Committee and the proposed candidates shall be evaluated using substantially the same process and applying the same criteria as used and applied in evaluating candidates submitted by board members. Nominations must be received by the Company within the timeframe set forth herein under "Time for Submission of Stockholder Proposals."

        At the 20122013 Annual Meeting, stockholders will be asked to consider the re-election of Richard D. Kniss, Joerg C.Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and WilliamRichard A. Linton, and the election of Chris van Ingen,Packer to serve as Class IIII directors. All of the nominees for director are standing for election or re-election following the unanimous recommendation for nomination first by the Nominating Committee, and then by the full board of directors, including the unanimous approval of all of the Company's independent directors.

ROLE OF THE BOARD IN RISK OVERSIGHT

        Our board of directors considers general oversight of the Company's risk management efforts to be a responsibility of the entire board. The Audit and Compensation Committees assist the board in carrying out this responsibility by focusing on specific key areas of risk that our business faces. The board's role in risk oversight includes receiving regular reports from members of senior management on areas of material risk to the Company, or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, strategic and reputational risks. The full board of directors, or the Audit Committee in the case of financial and compliance risks that are within the oversight of the Audit Committee or the Compensation Committee in the case of matters relating to our compensation policies and practices, receives these reports from members of management to enable the board or the Audit or Compensation Committee, as applicable, to understand the Company's risk identification, risk management, and risk mitigation strategies. To facilitate this process and assist the Audit Committee in fulfilling its responsibility for monitoring legal

and compliance risks, our director of internal audit, who reports directly to our Chief Financial Officer,Senior Vice President, Corporate Finance and Accounting, also has a dotted line reporting relationship to the chairperson of the Audit Committee. The Audit Committee chairperson is authorized to give instructions and assignments directly to the director of internal audit, as to which assignments the director of internal audit reports directly and only to the Audit Committee chairperson. When a report is evaluated at the Audit Committee level, the chairperson of the Audit Committee subsequently reports on the matter to the full board to ensure coordination of the board's risk oversight activities. Our board of directors also believes that risk management is an integral part of our strategic planning process, which addresses, among other things, the risks and opportunities facing the Company.

COMPENSATION OF DIRECTORS

        We pay the non-employee members of our board of directors a mix of cash and share-based compensation based on the determination of the Compensation Committee. Employee directors, including Dr. Frank Laukien Dr. Dirk Laukien and Mr. Joerg Laukien, receive compensation only as employees of the Company and receive no additional compensation for service as a director. Similarly, Dr. Tony Keller, a former employee director who retired at the expiration of his term in May 2012, and Dr. Dirk D. Laukien, a former employee director who resigned from the board of directors and from his position as an employeeSenior Scientific Fellow of the Company effective March 31, 2010, receivesJuly 10, 2012, did not receive compensation for his ongoing service to the Bruker BioSpin Group and receives no additional cash compensation as a director of the Company.director. Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board or committees thereof.

Components of Director Compensation

        During 2011, directors other than the employee directors and Dr. Tony Keller were paid cash compensation according to the following schedule:

        Effective April 1, 2012, the Compensation Committee approved the followingcertain changes to non-employee director cash compensation after consideration of a survey of director compensation at comparable

public companies. Except as indicated below,companies and comparison of the survey results to the Company's director compensation practices established in 2006. During 2012, directors other than employee directors were paid cash compensation payableaccording to non-employee directors will remain unchanged from the schedule in effect throughout 2011.following schedule:

        In addition to the cash component of director compensation, share-based awards are made annually to non-employee directors as a component of their compensation. On January 5, 2011,2012, the Company granted each non-employee director, other than Mr. Richard Stein, an annual equity award consisting of an option to purchase 6,000 shares of common stock. The 20112012 option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 5, 2012. On January 5, 2012, annual equity awards were granted to all non-employee directors other than Mr. Stein. The 2012 grants to non-employee directors again consisted of an option to purchase 6,000 shares of common stock. The 2012 grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 5, 2013. Effective for grants beginning in 2013,

during 2012 the Compensation Committee has approved an increase in the number of shares covered by the annual grants to non-employee directors, other than Mr. Stein so long as he remains a partner at Nixon Peabody LLP, to 10,000 shares from 6,000 shares. On January 7, 2013, annual equity awards were granted to all non-employee directors other than Mr. Stein. The 2013 grants to non-employee directors consisted of an option to purchase 10,000 shares of common stock, which option vests ratably in annual installments over three years on the anniversary of the grant date, beginning on January 7, 2014.

        Throughout 2012, Dr. Emmerich, Ms. Furlong, Dr. Keller, Dr. Frank Laukien, Mr. Joerg Laukien, Mr. Wagner and Mr. van Ingen and Charles F. Wagner, Jr., the Company's Executive Vice President and Chief Financial Officer, also serveserved as members of the board of directors of Bruker Energy & Supercon Technologies, Inc., or BEST, a wholly-owned subsidiary of the Company. As non-employee directors of BEST, Dr. Emmerich, Ms. Furlong Mr. Wagner and Mr. van Ingen arewere each entitled to receive $15,000 as an annual retainer, payable in four equal quarterly installments per annum, as well as meeting fees of $1,000 per meeting attended. Additionally, until accepting employment with the Company in June 2012, Mr. Wagner was entitled to receive $15,000 as an annual retainer and meeting fees of $1,000 per meeting attended for his service as a non-employee director of BEST. In 2012, Dr. Emmerich receivesreceived additional compensation of $7,500 per year for service as chair of the Compensation Committee of the BEST board of directors and $10,000 per year for service on the BEST Audit Committee. Ms. Furlong receivesreceived additional compensation of $15,000 per yearin 2012 for service as chair of the Audit Committee of the BEST board of directors. Mr. van Ingen receivesreceived additional compensation of $10,000 per yearin 2012 for service as the Executive Chairman of the BEST board of directors and $5,000 per year for service on the BEST Compensation Committee. Mr. Wagner receives additionalreceived total compensation of $10,000 per year$15,500 for service on the Audit Committee of the BEST board of directors.directors in 2012, including $5,000 for service on the BEST Audit Committee. On August 13, 2012, the Company granted each of Dr. Emmerich, Ms. Furlong, Dr. Keller, Mr. van Ingen, Mr. Joerg Laukien and Mr. Wagner an equity award for service as a BEST director, consisting of an option to purchase 5,000 shares of common stock of the Company. These option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on August 13, 2013.

        The following table provides information concerning the compensation paid by us to each of our non-employee directors for the fiscal year ended December 31, 2011.2012. The compensation received bypaid to Dr. Frank Laukien, our President and Chief Executive Officer, and to Mr. Wagner, our Executive Vice

President and Chief Financial Officer, is shown in the 20112012 Summary Compensation Table on page 3038 of this proxy statement. For his continued service to the Bruker BioSpin Group in 2012, Dr. Keller received total compensation of 57,850 Swiss Francs, or approximately $61,700 based on an average conversion rate of 1 Swiss Franc = $1.066. Dr. Keller's 2012 compensation included an automobile allowance of 7,189 Swiss Francs, or approximately $7,664. The compensation paid in 2012 to each of Dr. Dirk Laukien and Mr. Joerg Laukien as employees of the Company as well as to Dr. Keller for his service to the Bruker BioSpin Group, is described in this proxy statement under the heading "Transactions"Transactions with Related Persons" beginning on page 33 of this proxy statement.Persons."

20112012 Director Compensation Table

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding beneficial ownership of the Company's common stock as of March 30, 201222, 2013 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's common stock, (ii) each of our directors and nominees for director, (iii) each named executive officer of the Company, as defined in "Summaryunder the heading "Summary of Executive Compensation," and (iv) all directors and executive officers who served as directors or executive officers as of March 30, 201222, 2013 as a group. Unless otherwise noted, the address of each beneficial owner is c/o Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821.

EXECUTIVE OFFICERS

        The Company's executive officers are:

        Our executive officers are elected annually by the board of directors and serve until their successors have been duly elected and qualified.directors. In March 2012,February 2013, our board of directors designated the persons listed above as the Company's executive officers. Throughoutofficers for the fiscal year ending December 31, 2013. During the fiscal year ended December 31, 2011, our executive officers were2012, Dr. Frank Laukien, Mr. Knell, Dr. Munch, Dr. Burkhard Prause and Stephan Westermann served as executive officers of the Company. Additionally, Mr. Wagner has served since July 2012 as our Executive Vice President and Chief Financial Officer and Mr. William Knight served as Chief Financial Officer until July 2012 and Mr. Brian Monahan. Our board of directors determined that the Company had no other executive officers in 2011.as Chief Operating Officer until February 2012. For biographical information relating to Dr. Laukien, who serves as both an executive officer and a director of the Company, please see "Certain"Certain Information Regarding Directors and Nominees"Nominees" above. Biographical information relating to our current non-director executive officers is presented below.

        William J. Knight.Charles F. Wagner, Jr.    Mr. KnightWagner has served as the Company's Executive Vice President and Chief Financial Officer since June 2011 and also served as Interim Chief Operating Officer from June 2011 to FebruaryJuly 2012. From FebruaryNovember 2010 to June 2011,March 2012, Mr. Knight served asWagner was the Company's Chief Operating Officer. Prior to assuming the roleExecutive Vice President of Chief Operating Officer, Mr. Knight served as Chief Financial Officer from October 2004 until February 2010Finance and as Treasurer from October 2004 to March 2009. Before joining the Company, Mr. Knight served asAdministration and Chief Financial Officer of Anika Therapeutics, Inc.,Progress Software Corporation, a provider of therapeutic products, from 2002 to 2004. He alsoenterprise software located in Bedford, Massachusetts. Mr. Wagner served as Vice President and Chief Financial Officer of Zycos,Millipore Corporation, a global provider of products and services in the life science tools market, from 2007 until July 2010, when Millipore was acquired by Merck KGaA. Mr. Wagner joined Millipore in 2002 and from 2003 to 2007 served as Vice President, Strategy and Corporate Development. From 1997 to 2002, he served in various roles at Bain & Company after having served as Manager, Accounting Analysis, at Millipore from 1995 to 1996 and as Manager at Coopers & Lybrand from 1990 to 1995. Mr. Wagner served as a director of the Company and member of the Audit Committee from August 2010 to June 2012. Additionally, from 2010 to March 2013, Mr. Wagner served as a director of Bruker Energy & Supercon Technologies, Inc., where he was a developermember of DNA-based therapeutic products, from 2000 to 2002, and as Chief Financial Officer of NMT Medical, Inc., a provider of cardiovascular and neurological medical devices, from 1998 to 2000.the Audit Committee. Mr. Knight is a Certified Public Accountant andWagner holds a B.B.A. in AccountingB.S. from the University of Wisconsin.Boston College and a M.B.A. from Harvard Business School.

        Michael G. Knell.    Mr. Knell joinedhas served as the Company asCompany's Vice President of Finance and Chief Accounting Officer insince March 2012. In this position, Mr. Knell serves as the Company's principal accounting officer, reporting to the Company's Chief Financial Officer. Prior to joining the Company, Mr. Knell was with Ernst & Young LLP in its Boston office, where since 1998 he served in various roles, including most recently as Partner—Assurance Services and as a senior manager of Assurance Services from 2006 until his promotion to partner in July 2011. Mr. Knell's audit experience at Ernst & Young included service for a variety of clients in the retail, consumer products and manufacturing industries. Mr. Knell is a Certified Public Accountant in Massachusetts and holds a Bachelor of Science degree in Business Administration from the State University of New York at Buffalo.

        Bernd Gewiese, Ph.D.    Dr. Gewiese has served since January 2013 as Co-President of Bruker BioSpin Corporation, a wholly-owned subsidiary of the Company, and, together with Dr. Maas, is responsible for the global operations of our Bruker BioSpin Group, which manufactures and distributes magnetic resonance and preclinical imaging instrumentation in the basic research, life sciences and industrial markets. Dr. Gewiese has served since 2010 as Co-President, and since 2007 as Executive Vice President, of the Company's Bruker BioSpin operating division. He also served as Executive Vice President of Bruker BioSpin Corporation from 2008 until January 2013. From 1999 to 2007, Dr. Gewiese has served in a variety of management roles within Bruker BioSpin GmbH, Bruker BioSpin MRI GmbH Bruker BioSpin Corporation. He joined Bruker BioSpin MRI GmbH in 1992 as MRI product manager, after five years of scientific work in MRI at the Steglitz Klinikum of the Free University of Berlin. Dr. Gewiese holds a Ph.D. in in-vivo NMR/MRI from the Technical University of Berlin, Germany.

        Werner E. Maas, Ph.D.    Dr. Maas has served since January 2013 as Co-President of Bruker BioSpin Corporation, a wholly-owned subsidiary of the Company, and, together with Dr. Gewiese, is responsible for management of the global operations of our Bruker BioSpin Group, which manufactures and distributes magnetic resonance and preclinical imaging instrumentation in the basic research, life sciences and industrial markets. Dr. Maas has served since 2010 as Co-President, and since 2007 as Executive Vice President, of the Company's Bruker BioSpin operating division. He also served as Executive Vice President of Bruker BioSpin Corporation from 2008 until January 2013. Dr. Maas joined Bruker BioSpin in 1992 as a Postdoctoral Fellow, after which he served as a research scientist. From 2001 to 2010 he served as Bruker BioSpin's Vice President for R&D and also served from 2005 to 2010 as Vice President of Bruker BioSpin MRI, Inc. Dr. Maas holds a Ph.D. in Chemistry from the University of Nijmegen in The Netherlands.

        Mark R. Munch, Ph.D.    Dr. Munch has served since September 2012 as President, Bruker MAT Group, with responsibility for management of the global operations of our Bruker MAT Group, which manufactures and distributes the Company's advanced analytical X-ray technologies and spark-optical emission spectroscopy, atomic force microscopy and stylus and optical metrology instrumentation used in non-destructive molecular, materials and elemental analysis. Dr. Munch has also served as President of Bruker Nano, Inc., a wholly-owned subsidiary of the Company, since October 2010. Prior to joining Bruker Nano, Inc., from February 2008

to October 2010 Dr. Munch was Executive Vice President of Veeco Instruments Inc. Dr. Munch has also served as a Senior Vice President of Coherent, Inc. from February 2006 to January 2008 and as President and Chief Executive Officer of Cooligy, Inc., a subsidiary of Emerson Electric, from 2004 to 2006. Dr. Munch's background includes over 23 years of experience in marketing, product development, operations and sales, as well as experience in managing significant business units of multi-national corporations. Dr. Munch holds a Bachelor of Science degree in Chemical Engineering from the University of Colorado and a Master of Science degree and Ph.D. in Chemical Engineering from Stanford University.

        Burkhard Prause, Ph.D.    Dr. Prause has served as President and Chief Executive Officer of BEST since April 2008 and was elected to serve as a director of BEST in April 2012. He has also served as a Managing Director of Bruker EAS GmbH and Bruker HTS GmbH since January 2005, RI Research Instruments GmbH since December 2008, and Bruker ASC GmbH since March 2009. Prior to that time, Dr. Prause served as Product Manager for Bruker BioSpin MRI GmbH. Before joining Bruker BioSpin MRI GmbH in 2002, Dr. Prause was a senior staff scientist at the Max-Planck Institute in Tubingen, Germany. Dr. Prause currently serves as a director of CCAS (the Coalition for the Commercial Application of Superconductors), and from 2006 to 2010, Dr. Prause served as Vice Chairman of ivSupra, a German superconductor industry coalition. Dr. Prause holds a Ph.D. in Physics from the University of Notre Dame.

        Stephan Westermann.Juergen Srega.    Mr. Westermann was named Executive Vice President–Order Execution, Production & LogisticsSrega joined the Company as President, Bruker CALID Group in January 2013. In this position Mr. Srega is responsible for management of the global operations of our Bruker Scientific Instruments segmentCALID Group, which manufactures and Executive Vice President–Operations ofdistributes the Bruker BioSpin Group in February 2012. SinceCompany's mass spectrometry and chromatography instruments for life science and applied markets, as well as analytical instruments for chemical, biological, radiological, nuclear and explosives detection and research and process instruments based on infrared and Raman molecular spectroscopy technologies. Prior to joining the Company, in September 2006, Mr. Westermann hasSrega served since 1996 in a variety of senior financial and operations management roles at Thermo Fisher Scientific Inc., a global provider of analytical instruments, equipment, reagents and consumables, software and services for research, analysis, discovery and diagnostics headquartered in the Company's Bruker MATWaltham, Massachusetts. At Thermo Fisher Scientific, Mr. Srega led a number of significant operating divisions, including as Vice President and Bruker BioSpin operating divisions.General Manager Biomarkers, BRAHMS GmbH, from 2011 to 2012, Vice President and General Manager Scientific Instruments Division Global Products from 2005 to 2011 and Vice President and

General Manager Advanced MS from 1996 to 2004. Prior to joining the Company, he held management positions at Battenfeld Gloucester Engineering Co. in Massachusetts from 2003 to 2006 and1996, Mr. Srega was controller of SMSwith Badenwerk AG, a German manufacturerpower utility company located in Karlsruhe, Germany, from 1988 to 1995 and an employee of metallurgical plant and rolling mill technology solutions,Bruker GmbH from 19951980 to 2003.1988. Mr. WestermannSrega holds a Masters degreeB.A. in BusinessFinance from Nord Akademie in Hamburg, Germany and a B.A. in Engineering from theKarlsruhe University of SiegenApplied Sciences in Karlsruhe, Germany.

COMPENSATION DISCUSSION AND ANALYSIS

        This Compensation Discussion and Analysis ("CD&A") describes the principles, objectives, and features of our executive compensation program, which is generally applicable to each of our senior officers. However, this CD&A focuses primarily on the program as applied to our Chief Executive Officer and the other named executive officers included in the Summary Compensation Table, whom we refer to collectively in this proxy statement as the "named executive officers." For 2012, our named executive officers were:

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Dr. Frank H. Laukien, Chairman, President and Chief Executive Officer



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Mr. Charles F. Wagner, Jr., Executive Vice President and Chief Financial Officer since July 2012



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Mr. William J. Knight, Chief Financial Officer until July 2012 and Chief Operating Officer until February 2012



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Mr. Mark R. Munch, President, Bruker Nano, Inc. and Bruker MAT Group



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Dr. Burkhard Prause, President, Bruker Energy & Supercon Technologies, Inc.



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Mr. Stephan Westermann, Executive Vice President–Order Execution, Production & Logistics of Bruker Scientific Instruments and Executive Vice President–Operations of Bruker BioSpin Group

Executive Overview

        Our executive compensation program is designed to attract, motivate and retain the individuals that lead the Company. Our approach to compensation for our executive officers targets a mix of competitive salaries, performance-based cash incentive awards linked to corporate and individual objectives and long-term equity incentive awards. We believe that our compensation policies and practices are effectively designed to motivate and reward performance, and that the mix of compensation elements creates incentives that are closely aligned with increasing shareholder value.

        In fiscal year 2011,Our business strategy is to create value for our year-over-yearstockholders based on our ability to innovate and generate rapid revenue grew by over 26% to $1.65 billiongrowth, both organically and gross profit grew by approximately 24% to $752 million from $604 million. Revenue growth was driven both by organic growththrough acquisitions. Achieving improvements in our existing businesses and acquisitions completed in 2010 and 2011. Operating and gross profit margins decreased,and operating margins is also critical to our success. In 2012, our revenues grew by 8.5% to $1.79 billion, despite a difficult economic environment in certain of our key markets. Adjusted for changes in foreign exchange rates and recent acquisitions, our 2012 revenues grew by 11.9%. While we reported improvement in our gross margins on a GAAP basis, our GAAP operating margins declined, primarily due an increase in impairment and other one-time charges in 2012. On an adjusted basis, however, becauseboth our gross margins and operating margins increased. As a result of increasing pricing pressures, changes in the mix of products sold toward lower margin products and higherincreases in production costs, particularly in our Bruker CAM operating expensesdivision, the increases in both adjusted operating margins and adjusted gross margins were not as strong as the increases we continued to focus on integrating acquisitions completed in 2010 and, to a lesser extent, 2011. As a result, despite the strong revenue growth and increase in gross profits on an absolute basis, ourhad established as goals for 2012. Our earnings per share on a GAAP basis declined to $0.46 per share in 2012 from $0.55 per share in 2011, from $0.58 in 2010. Excluding charges relating to recent acquisitions and otherprimarily as a result of various non-recurring expenses, our adjustedcharges. Adjusted for certain non-recurring items, 2012 earnings per share increased by $0.09of $0.83 was little changed compared to $0.86 in 2011, which was less than our 2011 adjusted earnings per share goal of $0.93.$0.82 for 2011.

        Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for fiscal year 2011,2012, as approved by the Compensation Committee:

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Salaries.  For the fiscal year ended December 31, 2011,each of our executive officers serving as of January 1, 2012, the Compensation Committee approved 2.0%2.5% salary increases for eachincreases. In connection with Mr. Wagner's joining the Company as Chief Financial Officer, the Compensation Committee approved significant changes in the level and mix of compensation paid to our executive officers.Chief Financial Officer, including the base salary.



•

Performance-Based Cash Incentive Awards and Payouts.  Consistent with our pay-for-performance philosophy, a significant portion of our executive officers' total compensation potential for fiscal year 20112012 was linked to achievement of corporate and individual quantitative and qualitative goals.



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As with past years, the Compensation Committee established specific fiscal year 20112012 quantitative and qualitative goals for each executive officer. Payment for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals is calculated based on percentage achievement of the quantitative target goal, with no threshold or maximum. Payments for full or partial achievement of qualitative goals are made in a range of 50% to 100%, based on the Compensation Committee's determination of the level of achievement with respect to each qualitative goal.



•

The Compensation Committee established 20112012 quantitative performance targets related to revenue growth, gross margin improvement, operating margin improvement, earnings per share and working capital management for our Chief Executive Officer and our Chief Financial Officer based on our business plan goals for these key metrics. These quantitativeQuantitative goals represented 70% of eachthese executive officer's total cash incentive compensation potential, with the remaining 30% allocated to individual qualitative factors established by the Compensation Committee. The mix of quantitative and qualitative goals approved by the Compensation Committee for our other executive officers varied based on individual roles, responsibilities and key performance drivers.



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Annual cash incentive awards for fiscal 20112012 rewarded our executive officersChief Executive Officer and Chief Financial Officer for exceedingachieving our goal for revenue growth, but also reflected the fact that our other financial or individual goals either were not achieved or were only partially achieved. 2012 performance metrics of our other named executive officers reflected goals tied to the performance of their respective areas of direct influence. Based on these mixed2012 quantitative goals and performance results, cash incentive payments for performance against quantitative goals ranged from 61% to 114% of our executive officers received 63% ofofficers' target bonuses linked to their 20112012 quantitative bonus targets. In addition, our executive officers earned varyingreceived amounts based on their relative levelsranging from 50% to 100% of achievement with respecttarget bonuses linked to their individual2012 qualitative bonus goals.targets.



•

As executive officers assume greater responsibility, a larger portion of their total cash compensation is designed to and does become dependent on Company and individual performance. For example, our Chief Executive Officer's potential cash incentive compensation for 2011,2012, based on achieving targeted levels of performance relative to the corporate financial goals and individual qualitative goals established for him by the Compensation Committee, represented more than 50% of his total potential cash compensation.



•

Long-Term Incentive Awards.  In September 2011,2012, the Compensation Committee grantedapproved long-term incentive awards to certain of our executive officers, including awards of 100,000 shares of restricted stock to Dr. Laukien and 88,028 shares of restricted stock to Mr. Wagner, in each case valued at approximately $1,000,000 on the date the award was granted. Additionally, Dr. Prause was awarded options to purchase 15,00055,000 shares of our common stock to each of Dr. Laukien and Mr. Knight andKnell was

awarded options to purchase 9,00035,000 shares of our common stockstock. All such awards are subject to Mr. Monahan.time-based vesting.

2011 Say on Pay Vote

        In JuneMay 2011, Mr. Monahan resigned from his position asour stockholders cast an advisory vote on the Company's Chief Financial Officerexecutive compensation decisions and until Aprilpolicies as disclosed in the proxy statement for the 2011 Annual Meeting of Stockholders. Over 99 percent of the shares voted on the matter at the 2011 Annual Meeting of Stockholders approved the compensation decisions and policies described in the 2011 proxy statement. The Compensation Committee again considered this result in 2012 served as Vice President of Strategic & Financial Planning. Mr. Knight, whoand determined that it was serving as Chief Operating Officer, was appointed interim Chief Financial Officer upon Mr. Monahan's resignation. Mr. Knight's appointment as Chief Financial Officer was made permanent in September 2011 and he continuednot necessary to serve as Chief Operating Officer until February 2012. There were nomake any material changes to Mr. Knight's or Mr. Monahan'sthe Company's compensation arrangementspolicies and practices in response to the most recent advisory vote. At the Company's 2011 Annual Meeting of Stockholders, our stockholders also voted on a proposal on the frequency of future stockholder advisory votes regarding the compensation of the Company's named executive officers. A frequency of once every three years received the highest number of votes cast, as well as a resultmajority of the votes cast on the proposal. Consistent with these developments.results, our stockholders will next be asked to cast an advisory vote regarding executive officer compensation at the Company's 2014 Annual Meeting of Stockholders.

Executive Compensation Philosophy

        Our key objectives in structuring and determining executive compensation are to:

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attract and retain qualified executive officers;officers by offering competitive compensation packages;



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motivate existing officers to perform;



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reward outstanding corporate performance;perform by providing meaningful incentive-based compensation;



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align compensation with Bruker CorporationCorporation's annual and long-term performance goals;



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enhance our profitability; and



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maximize stockholder value.focus our leadership team on creating value for our stockholders.

        To achieve these objectives, we have embraced a compensation philosophy that seeks to align compensation with our strategic objectives and reward our executive officers for meeting certain performance goals. Executive compensation is based in part on a pay-for-performance philosophy, through annual incentive bonus awards which emphasize both company and individual performance measures that correlate closely with the achievement of our short and long term performance objectives. To motivate our executive officers, we focus on cash compensation in the form of salary and bonus, a portion of which is tied to the individual's performance, and we augment this cash compensation annually with equity grants. In structuring executive compensation, the Compensation Committee focuses on our goal of long-term enhancement of stockholder value through grants of equity incentive awards with extended vesting schedules.

Compensation Process and Methodology

        Our executive compensation program is administered by the Compensation Committee of the board of directors. The Compensation Committee oversees the Company's stock optionequity incentive plan, determines the chief executive officer's salary, bonus, and equity-based compensation, oversees the executive compensation program for our other executive officers, including reviewing and approving the overall values and forms of compensation for the named executive officers listed in the 20112012 Summary Compensation Table included in this proxy statement as well as for other officers, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors.

        In May 2011, our stockholders cast an advisory vote on the Company's executive compensation decisions and policies as disclosed in the proxy statement for the 2011 Annual Meeting of Stockholders. Over 99 percentRole of the shares voted on the matter were cast in support of the compensation decisions and policies as disclosed. The Compensation Committee considered this result and determined that it was not necessary at this time to make any material changes to the Company's compensation policies and practices in response to the advisory vote.

        The Compensation Committee annually assesses competitive market compensation for our executive officers using a variety of sources, including cash compensation data derived from an independent source, Salary.com's CompAnalyst Executive,sources for a reference group of publicly-traded companies in the same or similar industries. Although individual pay is driven largely by individual and corporate performance considerations, the Compensation Committee uses reference group data as a "market check" to ensure that individual cash compensation levels remain reasonable and competitive. While theThe companies in the reference group vary in terms of size, with some being significantly larger than us and others being significantly smaller than us,as the Compensation Committee believes that a reference group consisting of competitors of various sizes provides useful insight for their consideration of compensation levels, including information about the range and median of competitive salaries and cash bonuses. Although individual pay is driven largely by individual and corporate performance considerations, the Compensation Committee has historically used reference group data as a "market check" to help ensure that individual cash compensation levels remain reasonable and competitive. Our management provides input on companies considered for inclusion in the reference

group, but the Compensation Committee makes the final determination as to the reference group selection. The companies that are included

        During 2012, the Compensation Committee engaged an independent compensation consultant, QTI Consulting, Inc., to provide guidance to the Committee and to management on compensation trends and program designs and an objective perspective on the process of evaluating and developing proposals regarding our pay practices. In light of the growth in recent years in the reference group are reviewed annually bysize of the Company and its global operations, changes in the competitive landscape as a result of industry consolidation and evolving changes in the Company's own organizational and management andstructure, the Compensation Committee and can change frommanagement worked with the compensation consultant throughout 2012 to, among other things, develop an expanded peer group for competitive compensation comparisons, analyze internal pay equity across the Company's global operations and recommend a unified global structure for the Company's compensation practices based on current competitive market pay levels. Although the initial results of this work helped inform the Compensation Committee's assessments and determinations of compensation in the latter half of 2012, it is expected the analyses and recommendations provided by the compensation consultant will play a greater role in the evaluation of the Company's compensation process and program design beginning in 2013. QTI Consulting, Inc. did not provide any other services to the Company in 2012.

Role of Management

        The Chief Executive Officer is responsible for making recommendations to the Compensation Committee for our Company-wide performance goals and the bonus goals and weightings for the Company's other executive officers. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own bonus plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and determines the final bonus structure and goals for each of the executive officers, including threshold and target bonus levels. After the close of the fiscal year, the Chief Executive Officer, assisted by the Chief Financial Officer, provides the Compensation Committee with his assessment of the performance of the other executive officers against their respective bonus goals and proposed bonus payout. When determining the bonus payout for the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on its assessment of each executive officer's performance relative to his or her performance-based goals. The determination of the bonus earned is generally made within the first quarter after the end of the fiscal year, as market conditions warrant.allowing time to assess the achievement of the bonus goals. On occasion, additional bonuses in excess of those calculated to have been earned have been awarded by the Compensation Committee in recognition of exceptional individual performance or contributions to company performance.

2012 Executive Compensation Program

        In establishing and evaluating fiscal 20112012 compensation for our executive officers as of January 1, 2012, the Compensation Committee determined that the competitive assessment of reference group data compiled by the Company in 2010 continued to provide a relevant context for its evaluation of the over-all competitiveness of the Company's executive compensation programs. The Compensation Committee therefore referred to the 2010 assessment as one source of market information in its determinations of executive salary and cash incentive bonus award opportunities for fiscal year 2011.

2012. The reference group considered by the Compensation Committee for its evaluation of the recommended base pay and annual incentive bonus targets of our Chief Executive Officer and Chief Financial Officer included:

        The Compensation Committee considered market capitalization and revenue in addition to certain qualitative factors, to be appropriate for evaluating the competitiveness of potential cash compensation, including the target level of cash incentive bonuses, of our executive officers' compensationofficers as of January 1, 2012, relative to the compensation of executives in similar functions at these companies. In general, the Compensation Committee considered the median compensation levels of the companies in the reference group to be appropriate competitive comparisons, in light of our relative market position. The following table, which reflects the data compiled in 2010 for the reference group, compares the Company to the selected reference group for these key metrics and compares the 20112012 potential cash compensation, including the target level of cash incentive bonuses, of our Chief Executive Officer, Dr. Laukien, and Chief Financial Officer and Chief Operating Officer as of January 1, 2011,2012, Mr. Monahan,Knight, to the median cash compensation of comparable executives in the reference group based on the data compiled in 2010 (dollars in billions, except total cash compensation):

        A broader group of companies, primarily inIn July 2012, Mr. Wagner joined the fields of healthcareCompany and biotechnology, was selected in 2010replaced Mr. Knight as a reference group for reviewing potential cash compensation, including the target level of the cash incentive bonus, of the Chief OperatingFinancial Officer. The Compensation Committee believed that an expanded group was useful because many of the companies incompensation package recommended by the Chief Executive Officer and Chief Financial Officer reference group did not have chief operating officers. A broader reference group providedto the Compensation Committee with additional data to assess the reasonableness and competitivenessrepresented total target annual compensation of our Chief Operating Officers'$1,975,000, consisting of total target cash compensation of $975,000, including a base salary of $475,000 and target annual cash incentive bonus compensation.

        The reference group considered byand other compensation totaling at least $500,000, and total annual equity compensation valued at $1,000,000 in the form of stock options and restricted stock. In evaluating the 2012 compensation package recommended for Mr. Wagner, the Compensation Committee for its evaluationconsidered Mr. Wagner's compensation history at previous employers, as well as a competitive assessment of three year average annual compensation of the chief financial officers of the following public companies: Charles River Laboratories International Inc., PerkinElmer, Inc., Thermo Fisher Scientific, Inc. and Waters Corporation. The Compensation Committee considered these companies to be appropriate reference points based on market capitalization and revenue, in addition to certain qualitative factors. The following table compares the compensation recommended 2011 base pay andfor Mr. Wagner to the three year average annual incentive bonus targetscompensation of our Chief Operating Officer asthe chief financial officers of January 1, 2011, Mr. Knight, included:the selected reference group:

        In assessingBased on this reference data, Mr. Wagner's experience and approvingcompensation history as chief financial officer of Progress Software Corporation and Millipore Corporation and expected contributions to the Company, the Compensation Committee approved the recommended compensation potentialpackage for Mr. Wagner. Cash compensation paid to Mr. Wagner in 2012 was prorated for his length of ourservice as Chief Operating Officer,Financial Officer. Mr. Wagner's minimum cash bonus was set at $200,000 for 2012, equal to 80% of his prorated target bonus level. In August 2012, the Compensation Committee consideredapproved an initial grant of restricted stock to Mr. Wagner, with a grant date fair value of approximately $1,000,000.

        Additionally, upon their election as executive officers in March 2012, the compensation levelsCompensation Committee reviewed the 2012 salaries and cash incentive plans of chief operatingDr. Munch, Dr. Prause and Mr. Westermann, as well as Mr. Knell, and determined that the base salary and cash incentive plans of each of these executive officers within companies in the reference groupwas appropriate in light of our relative market position, including the fact that a number of the companies in the reference group were considerably smaller in terms of market capitalization. The following, which reflects the data compiled in 2010 for the reference group, compares the Company to the selected reference group for these key metrics and compares the 2011 potential cash compensation, including the target level of cash incentive bonus, of our Chief Operating Officer to the median cash compensation of comparable executives in the reference group (dollars in billions, except total cash compensation):

Role of Management

        The Chief Executive Officer is responsible for making recommendations to the Compensation Committee for our company-wide performance goals and the bonus goals and weightings for the Company's other executive officers. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own bonus plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and determines the final bonus structure and goals for each of the executive officers, including threshold and target bonus levels. After the close of the fiscal year, the Chief Executive Officer provides the Compensation

Committee with his assessment of the performance of the other executive officers against their respective bonus goals and proposed bonus payout. When determining the bonus payout for the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on its assessment of theindividual executive officer's performance relative to the performance-based goals. The determination of the bonus earned is generally made within the first quarter after the end of the fiscal year, allowing time to assess the achievement of the bonus goals. On occasion, additional bonuses in excess of those calculated to have been earned have been awarded by the Compensation Committee in recognition of exceptional individual performance or contributions to company performance.experience and management responsibilities.

Components of Executive Compensation

        Total compensation consists of cash compensation in the form of annual base salary and annual incentive bonus awards, as well as long-term incentive compensation in the form of stock option and restricted stock grants.

        Annual Base Salary.    Base salaries are determined based on a variety of factors, including each officer's levels of responsibility, experience and potential, and a comparison of salaries paid to peers within the Company and to those with similar roles at other companies. Base salaries are set at levels that the Compensation Committee believes are reasonably competitive to allow us to attract and retain qualified managers.

        Base salaries are reviewed annually and may be adjusted after considering the various factors described above. The Chief Executive Officer makes base salary recommendations to the Compensation Committee for the Company's other executive officers. When setting the base salaries of the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on the factors listed above and the executive officer's

performance during the previous year. The Compensation Committee also evaluates the performance of and sets the salary for the Chief Executive Officer.

        Annual Cash Incentive Awards.    Annual incentive awards in the form of performance-based cash incentive bonuses for the Chief Executive Officer and our other executive officers are based upon management's success in meeting our financial and strategic goals. Typically, specific criteria for these bonuses have been determined based on a combination of qualitative and quantitative measures established each year by the Compensation Committee after consultation with management. The specific individual goals vary for each executive based on their responsibilities and role within our company and may include financial or strategic measures, including, among others, revenue growth, gross profit and operating profit margin improvement, working capital ratio improvements, achieving return on invested capital goals, meeting earnings per share targets, identifying and developing new product and market opportunities and furthering or achieving other strategic initiatives. The individual goals are intended to reward performance which results in our Company meeting or exceeding its financial or operational goals.

        The Compensation Committee also considers the mix of performance goals in order to balance the incentives created to mitigate risks that may be associated with a particular performance goal. In 2011,2012, for example, the executive officers'cash incentive plans established for our Chief Executive Officer and Chief Financial Officer combined a revenue target goal was combined with gross profit margin improvement, operating margin improvement, working capital and earnings per share goals that emphasized cost reduction as well as top-line performance.performance based on the business plan approved by our board of directors. Cash incentive bonus awards reflect both the individual's performance compared with his performance goals for the year and the overall performance of our company.company or the particular operations under the executive officer's leadership.

        Long-Term Incentives.    Equity incentive compensation in the form of stock options and restricted stock is designed to provide long-term incentives to executive officers and other employees, to

encourage the executive officers and other employees to remain with us and to enable recipients to develop and maintain a long-term stock ownership position in the common stock, which in turn motivates the recipient to focus on long-term enhancement in stockholder value. The Company's 2010 Incentive Compensation Plan is the vehicle used for grants of stock options and restricted stock to our executive officers and other employees. Company management evaluates the efficacy of our long-term incentive compensation on an ongoing basis, and may from time to time provide input and recommendations to the Compensation Committee with regard to the optimal form and extent of equity incentives to be granted to employees, including the executive officers.

        While generally granted on an annual basis, all optionsStock option and restricted stock grants are discretionary and may be granted by the Compensation Committee at any time. Our company hasHistorically, we have not adopted performance-vesting,awarded equity incentive compensation with performance-based vesting, meaning that individual vesting is not based upon the achievement of any specific goals or objectives. The Compensation Committee does, however, consider the individual and Company's performance in determining the total and individual equity awards. The Compensation Committee has determined that equity compensation awards to executives and all other employees should be based upon the economic value of the grant award and should be considered part of the overall compensation package in determining award levels. In making specific grants to executives, the Compensation Committee evaluates each executive officer's total equity compensation package. The Compensation Committee generally reviews the option and restricted stock holdings of each of the executive officers as well, including vesting and exercise price and the then current value of such options or restricted stock. We consider long-term equity compensation to be an integral part of a competitive executive compensation package as both a way to reinforce the individual's commitment to the Company and an important mechanism to align the interests of management with those of our stockholders. Annual grants are generally made in the first or second quarter of each year. In 2011, the Compensation Committee awarded stock options to the named executive officers during the third quarter.

Mix of Compensation

        In accordance with our pay-for-performance philosophy, short-term cash incentive compensation and long-term equity incentive awards are intended to be a significant portion of overall compensation, with this at-risk component increasing as a percentage of overall compensation potential as the officer's responsibility increases. For example, in 20112012 over 50% of our Chief Executive Officer's total potential cash compensation and approximately 30% of each of our other named executive officers' total potential cash compensation, was at risk through his short-term cash incentive programs.program. Additionally, recognizing the importance of providing further incentives directly linked to the performance of our common stock, the Compensation Committee in August 2012 awarded Dr. Laukien, our Chief Executive Officer and Mr. Wagner, our Chief Financial Officer, restricted stock grants valued at the time of the respective award at over 100% of the executive officer's total target cash compensation, subject in each case to time-based vesting and continued employment.

Fiscal 20112012 Base Salaries

        Base salaries of our executive officers are reviewed annually by the Compensation Committee and may be adjusted to reflect competitive conditions, changes in responsibilities or individual performance. For fiscal 2011,2012, the Compensation Committee approved a 2%2.5% salary increase for each of Dr. Laukien and Mr. Knight, the two named executive officers. As a result,officers who had served as executive officers of the Company in 2011. Accordingly, Dr. Laukien's base salary was increased to $444,338 from $433,500 from $425,000,and Mr. Knight's base salary was increased to $362,100$371,153 from $355,000$362,100. As further described under the heading "2012 Executive Compensation Program" in this CD&A, the Compensation Committee approved an annual base salary of $475,000 for Mr. Wagner, who joined the Company in July 2012 and replaced Mr. Knight as our Chief Financial Officer.

        The 2012 base salaries approved for Dr. Munch, Dr. Prause and Mr. Monahan'sWestermann were: $330,000 for Dr. Munch; €183,700 (equivalent to $236,220) for Dr. Prause; and €173,915 (equivalent to $223,637) for Mr. Westermann. In August 2012, in connection with Dr. Munch's promotion to group President of the Bruker MAT Group and in recognition of his increased responsibilities in that role, the Compensation Committee approved a 15% increase in Dr. Munch's base salary, was increased to $280,500 from $275,000.$380,000, which became effective upon approval.

Cash Incentive Plans and Review of Fiscal 20112012 Performance

        Following a review in 2009 of the Company's cash incentive plan metrics and structure, the Compensation Committee revised the Company's methodology for determining the amounts to be awarded to our named executive officers based on annual quantitative and qualitative performance goals.        Under the methodology adopted by the Compensation Committee for years beginning with 2010, the paymentpayments for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals will beare calculated based on percentage achievement of the quantitative target goal,

with no threshold or maximum. In cases where an individual quantitative goal improvement metric is less than 1%, the payout for achievement of that goal will beis 100% up to a full 1.0% improvement, and pro-rata for achievement in excess of 1.0%. If the less than 1% goal is not achieved, then for each 0.1% shortfall the payment will beis reduced by 10%. For example, for a goal of 0.5% improvement in operating margin, achievement of a 0.8% improvement would result in a 100% payment of the target with respect to that goal, achievement of a 1.1% improvement would result in a 110% payment of the target with respect to that goal and achievement of a 0.4% improvement would result in a 90% payment of the target with respect to that goal. Payments for qualitative goals will beare made in a range of 50% to 100%, with 50% of the target amount payable if the Compensation Committee determines that a qualitative goal was partially achieved, 75% of the target amount payable if the Compensation Committee determines that a qualitative goal was substantially achieved and 100% of the target amount payable if the Compensation Committee determines that a qualitative goal was fully achieved. For example, if an executive officer achieves 30% of a quantitative performance goal then the 20102012 cash incentive bonus will include an amount equal to 30% of the target amount allocated to that goal. If the Compensation Committee determines that the executive officer has made substantial progress toward achieving a qualitative performance goal, the cash incentive bonus payment will include an amount equal to 75% of

the target amount allocated to that goal. In order to provide additional motivation to the executive officers, and to reward outstanding corporate performance, the Compensation Committee has not set a maximum amount that can be earned in the event that the executive officers exceed their quantitative goals in the performance-based incentive plans. Bonus awards linked to individual qualitative goals, however, are to be limited to 100% of the target bonus amount allocated to each of those goals. The Compensation Committee may, in theirits discretion, award cash incentive bonuses above the target level in the event it determines that an executive officer has delivered exceptional performance. The 2012 cash incentive plans approved for named executive officers newly elected in March 2012, including Dr. Munch, Dr. Prause and Mr. Westermann, were based in part on legacy plans of various operating subsidiaries of the Company and differ in some respects from the description above. Following the 2012 transition year, we expect to harmonize these plans for all executive officers, other than Dr. Munch, so that the incentive compensation plans of our executive officers operate under a common set of quantitative performance goals and calculation methodologies.

20112012 Cash Incentive Plans

        The Company believes that revenue growth and enhanced operating efficiency are critical to our success and will be key drivers of delivering value to our shareholders. The Compensation Committee determined that the quantitative incentive targets set forth below, effective for 2011, provided balanced incentives and served as an appropriate mix of targets for measuring our executive officers' contributions to achieving the Company's strategic goals. Quantitative factors provided 70% of total cash incentive compensation potential, with the remaining 30% allocated to individual qualitative factors established by the Compensation Committee annually after consultation with management. Specific 2011 cash incentive targets, performance goals and weightings established by the Compensation Committee to measure and reward the performance of the named executive officers were as follows:

        Based upon its consideration of reference group bonus information and other market reference sources, the Compensation Committee determined that the 2010 target bonus levels initially established in 2010 for Dr. Laukien and Mr. Knight continued to be within a reasonable and competitive range relative to their responsibilities. As a result, the target bonus levels of these executive officers were not changed for 2011.2012. As further described above under the heading "2012 Executive Compensation Program" in this CD&A, the Compensation Committee approved an annualized target bonus level of $500,000 for Mr. Monahan'sWagner, who replaced Mr. Knight as our Chief Financial Officer in July 2012.

        Additionally, the Compensation Committee reviewed the 2012 cash incentive plans of Dr. Munch, Dr. Prause and Mr. Westermann upon their election as executive officers in March 2012, and determined that the target bonus levels of these executive officers, ranging from $189,000 to $203,000, was appropriate in light of each of the individual executive officer's particular management responsibilities and overall compensation package.

        Management and the Compensation Committee believe the 2012 cash incentive plans established for our executive officers, including each of our named executive officers, were appropriately designed to provide meaningful performance incentives, relative to both fixed cash compensation in the form of salary and overall potential cash compensation, consistent with the Company's strategic goals and objectives and each individual executive officer's responsibilities. The following table summarizes the 2012 target bonus levels approved for 2011each of our named executive officers and the relationship of performance-based cash compensation at target levels to base salary and total potential cash compensation.

2012 Cash Incentive Targets

        Specific quantitative and qualitative performance goals and the weightings established by the Compensation Committee's assessment of competitive market levels.Committee to measure and reward our named executive officers' performance in 2012, and the performance achieved relative to these goals, are described below.

Frank H. Laukien, Chairman, President and Chief Executive Officer

20112012 Quantitative Goals:
(70% of Target Bonus Potential)

        Based on our financial results for 2011,2012, the Company exceededsubstantially achieved its currency-adjusted revenue goal, by 25%,which represented 20% of Dr. Laukien's total cash incentive bonus potential, but did not fully meet or exceed any of the remaining four quantitative goals, including the goals relating to adjusted gross profit margin improvement, adjusted operating margin improvement, adjusted earnings per share and working capital improvement. As shown inAlthough below targeted levels, the table above under the heading "2011 Quantitative Goals," the revenue goal represented 20% of each executive officer's total cash incentive bonus potential. The Company achieved 56% of the targeted improvement in the Company's earnings per sharedid achieve 75% and 67% of the targeted improvement in the Company's adjusted gross margin and working capital ratio, respectively, which together accounted for 10% and 20%, respectively,30% of each executive officer'sDr. Laukien's cash incentive bonus potential. However, primarily as a result of increased operating costs, and a shiftonly 18% of the targeted improvement in the mix of products sold toward lower margin products, the Company did not achieve any portion of the goals relating to gross margin andCompany's adjusted operating margin improvement, which together represented 20% of each executive officer's cash incentive bonus potential.was realized. Additionally, the $0.01 increase in adjusted earnings per share fell significantly below the targeted $0.12 improvement. The Compensation Committee considered these mixed results and determined that the portion of bonus targets linked to the quantitative goals would be included in Dr. Laukien's bonus awardsaward at levels commensurate to our performance relative to each of those goals. Accordingly, the Compensation Committee approved awardsan award to Dr. Laukien totaling 63%62% of cash incentive targets linked to quantitative goals, to each of Dr. Laukien, Mr. Knight and Mr. Monahanor $238,598, for relative achievement of the combined Company-wide quantitative financial performance goals in 2011. Total2012. This represents 43% of Dr. Laukien's total 2012 target bonus potential. Dr. Laukien's total cash incentive bonus payments to our executive officers for 2011potential also included amounts awarded for achievement of the following individual qualitative goals.

20112012 Individual Qualitative Goals:
(30% of Target Bonus Potential)

        In determining the amount of each named executive officer's total bonus award for 2011, the Compensation Committee also evaluated the officer's performance against his individual qualitative goals.

        The Compensation Committee considered Dr. Laukien's achievements in meeting his organizational development goals related to the streamlining the structure of certain divisional management functions and the development of certain key senior managers and determined that, as the goals had been substantiallyfully achieved, Dr. Laukien should be awarded 75%100% of his target bonus linked to these goals. The Compensation Committee also considered progress made with respect to various strategic operational and financial initiatives, including integrationstrengthening the compliance structure and implementation of businesses acquired in fiscal 2010 and financing of the operations of BEST,improved product development processes, and determined that Dr. Laukien should be awarded 50%75% of the target bonus associated with each of those goals based on partialsubstantial achievement. However, no award was made with respect to the goal relating to the Bruker CAM division as a result of the division's continued deterioration in performance in 2012. In recognition of his performance relative to these individual qualitative performance goals, the Compensation Committee awarded Dr. Laukien, in aggregate, 58%54% of the portion of his target cash incentive bonus attributable to qualitative goals, or $96,250. For 2011, including both$89,375.

        Based on Dr. Laukien's performance relative to his combined 2012 quantitative and qualitative factors,goals, Dr. Laukien was awardedearned a total cash incentive bonus of $338,463,$327,973, equal to approximately 62%60% of his total cash incentive target. However, in light of the internal investigation and ongoing compliance review relating to certain of the Company's subsidiaries operating in China, Dr. Laukien recommended to the Compensation Committee, and the Compensation Committee accepted, a voluntary reduction of $125,000 in his 2012 cash bonus award. Accordingly, Dr. Laukien received a total cash incentive bonus for 2012 of $202,973, representing 37% of his total target cash incentive bonus.bonus potential.

Charles F. Wagner, Jr., Executive Vice President and Chief Financial Officer

        In June 2012, in connection with Mr. Wagner's employment as Chief Financial Officer, the Compensation Committee approved a 2012 cash incentive plan for Mr. Wagner that included the same relative mix of quantitative and qualitative goals established for Dr. Laukien, as well as the same set of quantitative goals. Accordingly, as with Dr. Laukien, the Compensation Committee determined that Mr. Wagner had earned 43% of his pro-rated target bonus linked to these quantitative goals, or $108,454.

        Mr. Wagner's total cash incentive bonus also included amounts awarded for performance relative to the following individual qualitative goals.

2012 Individual Qualitative Goals:
(30% of Target Bonus Potential)

        The Compensation Committee considered Mr. Knight'sWagner's achievements in meeting his individual qualitative goals relatedrelating to operational cost savings initiativescompliance matters, development of the finance organization and based on insufficient progress toward realizing such cost savings,introduction of enhanced financial systems and determined that, as the goals had been fully achieved, Mr. KnightWagner should not be awarded any portion100% of his pro-rated target bonus linked to these goals. Thegoals, or $75,000.

        For 2012, Mr. Wagner was entitled to receive a minimum of $200,000, equal to 80% of his pro-rated target bonus level. Based on Mr. Wagner's performance relative to his combined 2012 quantitative and qualitative goals, Mr. Wagner earned a total cash incentive bonus of $183,454. Accordingly, Mr. Wagner received a total cash incentive bonus for 2012 of $200,000.

William J. Knight, Former Chief Financial Officer and Chief Operating Officer

        In March 2012, the Compensation Committee also considered progress madeapproved a 2012 cash incentive plan for Mr. Knight, then serving as Chief Financial Officer, which included the same relative mix of quantitative and qualitative goals established for Dr. Laukien, as well as the same set of quantitative goals. Mr. Knight ceased to serve as Chief Financial Officer in June 2012, and at that time assumed the position of President of Bruker Detection Corporation, a wholly-owned subsidiary of the Company. In this capacity, he is no longer serving as an executive officer of the Company.

        In connection with respect to various information technology initiatives, includinghis departure from the establishment of an information technology management infrastructureChief Financial Officer position, Mr. Knight's cash incentive plan established in March 2012 was terminated and the transitionCompensation Committee approved the following arrangements: a total CFO severance payment of acquired businesses$185,576, payable in three installments during the period commencing in July 2012 and ending in June 2014, subject to certain limitations relating to continued employment; annual cash compensation consisting of a base salary of $225,000 and an annual target bonus of $75,000, in each case subject to proration for 2012; and a payment of $75,000 during July 2012, representing 50% of the target cash incentive bonus payable under the 2012 incentive plan established in March 2012 in connection with Mr. Knight's service as Chief Financial Officer. Under these arrangements, in addition to salary, Mr. Knight received a 2012 cash incentive award of $111,087, including $75,000 attributable to his service as Chief Financial Officer and $36,087

attributable to his performance as President of Bruker Detection Corporation, as well as $92,788 relating to the CFO severance payment.

Mark R. Munch, President, Bruker Nano, Inc. and Bruker MAT Group

        Upon Dr. Munch's election as an executive officer in March 2012, the Compensation Committee, at the recommendation of the Chief Executive Officer, reviewed and approved the following incentive compensation plan for Dr. Munch linked to the performance of the Bruker Nano Surfaces operating division. Under Dr. Munch's 2012 incentive plan, an initial eligible bonus pool amount was determined by multiplying Dr. Munch's target bonus of $198,000 by a percentage equal to the percentage achievement of the Company's information technology platform, and determined that Mr. Knight should be awarded 100%Bruker Nano Surfaces division relative to an adjusted operating income target of $46.8 million, equal to 5% growth relative to 2011, capped at 200% of the target bonus associated with those goals. The Compensation Committee also considered substantial progress madeamount, or $396,000. Based on 2012 operating results, 90% of the targeted adjusted operating income was achieved, resulting in a total eligible bonus pool of $178,115. Amounts earned with respect to improving inventory turns ineach of Dr. Munch's quantitative goals, other than the Scientific Instruments segment, and determined that Mr. Knight should be awarded 75%threshold goal related to adjusted operating income improvement, are calculated based on percentage achievement of the target amount multiplied by the product of the applicable target weighting and the amount of the total eligible bonus associated with those goals. In recognitionpool.

2012 Quantitative Goals:
(70% of Target Bonus Potential)

        Based on performance of the Bruker Nano Surfaces division in 2012, the Compensation Committee approved an award to Dr. Munch totaling 87% of his potential cash incentive target amount linked to quantitative goals (96% of the portion of the eligible bonus pool attributable to quantitative goals), or $120,076. Additionally, Dr. Munch's total cash incentive bonus also included amounts awarded for achievement of individual qualitative goals relating to organizational and product development initiatives, representing 30% of target bonus potential. After consideration of Dr. Munch's performance relative to these individual qualitative performance goals, the Compensation Committee determined that Dr. Munch had fully or substantially achieved each of these goals, resulting in a bonus award equal to 82% of the portion of his target cash incentive bonus potential attributable to qualitative goals (92% of the portion of the eligible bonus pool attributable to qualitative goals), or $48,999. Based on Dr. Munch's performance relative to his combined 2012 quantitative and qualitative goals, Dr. Munch received a total cash incentive bonus of $169,075, equal to 85% of his total cash incentive target amount.

Burkhard Prause, President, Bruker Energy & Supercon Technologies, Inc. ("BEST")

        Upon Dr. Prause's election as an executive officer in March 2012, the Compensation Committee, at the recommendation of the Chief Executive Officer, reviewed and approved the following incentive compensation plan goals for Dr. Prause. Under Dr. Prause's 2012 incentive plan, awards for quantitative goals are calculated based on percentage achievement of targets, with no floor or ceiling.

2012 Quantitative Goals:
(95% of Target Bonus Potential)

        Based on the strong performance of BEST in 2012, particularly with respect to improvements in gross margins, the Compensation Committee approved an award to Dr. Prause of €169,417, or approximately $229,560 based on a conversion rate of €1.00=$1.3550, the midpoint rate as of the date of determination of the award amount, representing 114% of cash incentive targets linked to quantitative goals. Additionally, Dr. Prause's total cash incentive bonus also included amounts awarded Mr. Knight,for achievement of individual qualitative goals relating to production improvement initiatives, representing 5% of target bonus potential. After consideration of Dr. Prause's performance relative to these goals, the Compensation Committee determined that Dr. Prause had partially achieved these goals, resulting in aggregate, 58%a bonus award of €3,904, or approximately $5,289, equal to 50% of the portion of his target cash incentive bonus attributable to qualitative goals, or $26,250. For 2011, including bothgoals. Based on Dr. Prause's performance relative to his combined 2012 quantitative and qualitative factors, Mr. Knight was awardedgoals, Dr. Prause received a total cash incentive bonus of $92,308,€173,321, or approximately $234,850, equal to approximately 62%111% of his total target cash incentive bonus.

        The Compensation Committee considered Mr. Monahan's achievementstarget. In 2012, Dr. Prause also received a discretionary bonus in meeting his goals related to financingthe amount of the Company's operations and various strategic accounting initiatives and determined that, based on the successful conclusion of amendments to the Company's primary credit facilities€81,250, or approximately $104,479, in May 2011, the closing of a private placement note offering in January 2012 and successful development of enhanced management reporting capabilities for accounting managers, Mr. Monahan should be awarded 100% of his target bonus linked to each of these goals. The Compensation Committee also considered progress made with respect to certain tax strategies and determined that Mr. Monahan should be awarded 75% of the target bonus associated with that goal. In recognition of his extraordinary contributions leading to the receipt of a significant licensing contract.

Stephan Westermann, Executive Vice President–Order Execution, Production & Logistics of Bruker Scientific Instruments ("BSI") and Executive Vice President–Operations of Bruker BioSpin Group ("Bruker BioSpin")

        Upon Mr. Westermann's election as an executive officer in March 2012, the Compensation Committee, at the recommendation of the Chief Executive Officer, reviewed and approved the following incentive compensation plan goals for Mr. Westermann. Under Mr. Westermann's 2012 incentive plan, awards for quantitative goals are calculated based on percentage achievement of targets, with no floor or ceiling.

2012 Quantitative Goals:
(75% of Target Bonus Potential)

        Based on the performance of the BSI Segment and the Bruker BioSpin Group in 2012, including achievement of a substantial portion of targeted growth in revenues and gross profits, offset partially by a deterioration in Bruker BioSpin's gross profit margins, the Compensation Committee approved an award to Mr. Westermann of €66,542, or approximately $90,164 based on a conversion rate of €1.00=$1.3550, the midpoint rate as of the date of determination of the award amount. This represents 61% of the portion of Mr. Westermann's total cash incentive bonus potential linked to quantitative

goals. Additionally, Mr. Westermann's total cash incentive bonus included amounts awarded for achievement of individual qualitative goals relating to process and production improvement initiatives, as well as cost reduction initiatives, representing in the aggregate 25% of target bonus potential. After consideration of Mr. Westermann's performance relative to these individual qualitative performance goals, the Compensation Committee awardeddetermined that Mr. Monahan, in aggregate, 92%Westermann had fully or substantially achieved these goals, with the exception of the goal related to cost reduction initiatives, which was not achieved. As a result, Mr. Westermann was granted a bonus award of €29,000, or approximately $39,295, equal to 80% of the portion of his target cash incentive bonus attributable to qualitative goals, or $34,375. For 2011, including bothgoals. Based on Mr. Westermann's performance relative to his combined 2012 quantitative and qualitative factors,goals, Mr. Monahan was awardedWestermann received a total cash incentive bonus of $89,750,€95,542, or approximately $129,459, equal to approximately 69%66% of his total target cash incentive bonus.target.

20112012 Long-Term Incentive Awards

        In September 2011,August 2012, upon consideration of a variety of factors, including the individual responsibilities of each of our executive officers, our stock price, competitive market practices and outstanding equity awards held by our executive officers, the Compensation Committee grantedapproved long-term incentive awards to certain of our executive officers, including awards of 100,000 shares of restricted stock to Dr. Laukien and 88,028 shares of restricted stock to Mr. Wagner, in each case valued at approximately $1,000,000 on the date the award was granted. Additionally, in August 2012 Dr. Prause was awarded options to purchase 15,00055,000 shares of our common stock to each of

Dr. Laukien and Mr. Knight andWagner was awarded options to purchase 9,0005,000 shares of our common stock in connection with his service as a director of Bruker Energy & Supercon Technologies, Inc. In March 2012, the Compensation Committee also awarded Mr. Knell options to purchase 35,000 shares of our common stock. All such awards are subject to time-based vesting.

2013 Compensation Determinations

        For fiscal 2013, the Compensation Committee approved a 23.8% salary increase, to $550,000 from $444,338, for our Chief Executive Officer. The Compensation Committee considered this adjustment appropriate in recognition of the Company's growth and increasing complexity, as well as the Compensation Committee's understanding of competitive market levels for executives with similar experience and responsibilities. Salaries approved by the Compensation Committee for each of our named executive officers for 2013 are as follows:

Mr. Monahan.Westermann's salary increase reflects a shift in his compensation mix for 2013 toward a greater emphasis on salary relative to incentive-based elements, consistent with other executive officers in similar positions of responsibility. 2013 base salaries for Mr. Knight and Dr. Munch are unchanged as the Compensation Committee had reviewed and approved salaries for Mr. Knight in June 2012 and Dr. Munch in July 2012 and has determined that the levels established at that time continued to be appropriate for 2013.

Executive Benefits

        In 2011,2012, our named executive officers were eligible for the same level and offering of benefits made available to other employees, including the Company's 401(k) plan and welfare benefit programs.

2012 Compensation Determinations

        For fiscal 2012,We generally do not provide additional perquisites to our executive officers. However, Dr. Munch is provided an automobile allowance based on the Compensation Committee approvednature of his responsibilities and Dr. Prause is provided a 2.5% salary increase for each of our Chief Executive Officer and Chief Financial Officer. In addition, the Compensation Committee considered the reference group bonus information compiledleased vehicle in 2010, as well as other market reference sources, and determined that the target bonus levels of our Chief Executive Officer and Chief Financial Officer were within a reasonable and competitive range relative to their responsibilities. As a result, the target bonus levels of our Chief Executive Officer and Chief Financial Officer were not changed for 2012.accordance with local custom.

Employment Contracts, Termination of Employment and Change in Control Arrangements

        AlthoughOn June 5, 2012, the Company does not currently have an employmententered into a letter agreement with anyMr. Wagner which sets forth certain terms of its executive officers, it did issue a letter offeringMr. Wagner's employment to William J. Knight, who now serves as ourExecutive Vice President and Chief Financial Officer.Officer of the Company. Under the terms of the offer letter agreement, Mr. Wagner's target cash compensation will include the following elements: (i) an annual base salary of $475,000; (ii) a 2012 cash incentive bonus plan target of $500,000; and (iii) other cash compensation, including benefits, of $25,000, in each case subject to proration. The letter agreement further provides that Mr. Wagner will receive an annual equity award with a value of $1,000,000 pursuant to the Company's 2010 Incentive Compensation Plan. Upon approval of the Compensation Committee, the first such equity award was granted in the form of 88,028 shares of restricted common stock in August 2012. The restricted stock is subject to time-based vesting. During the term of his employment, Mr. Wagner will be eligible to participate in all customary employee benefit plans or programs of the Company generally available to the Company's employees and/or executive officers.

        Additionally, the letter agreement provides that Mr. Wagner's employment with the Company is at will and may be terminated by either Mr. Wagner or the Company at any time with or without notice and for any or no reason or cause. Mr. Wagner will be entitled to a lump sum severance payment equal to six months of his then current base salary under certain conditions, including (i) in the event there is a change in the voting control of the Company and his employment is terminated, voluntarily or involuntarily, within six months after such change of control or (ii) in the event Mr. Wagner's employment is terminated at any time without cause. Under the terms of the letter agreement, Mr. Wagner may not agree to work for any company that designs, makes or sells non-clinical magnetic resonance instrumentation or mass spectrometry instrumentation for a period of six months following resignation or termination of his employment by the Company.

        In connection with Mr. Knight's departure from the role of Chief Financial Officer and assumption of responsibilities as Executive Vice President, President of Bruker Detection Corporation and US General Manager of the Company's Bruker Detection division, we entered into a letter agreement with Mr. Knight on June 5, 2012 regarding the term of his continued employment for a period not to exceed three years. Pursuant to the letter agreement, Mr. Knight is entitled to receive the following compensation: (i) a continuationtotal CFO severance payment of salary$185,576 in three installments during the period commencing in July 2012 and benefits for a period of three monthsending in the event his employment is terminated within twelve monthsJune 2014, subject to certain limitations relating to continued employment; (ii) annual cash compensation consisting of a salebase salary of all or substantially all$225,000 and an annual target bonus of our business$75,000, in each case subject to proration for 2012; and (iii) a third party.payment of $75,000 during July 2012, representing 50% of the target cash incentive bonus payable under the 2012 incentive plan previously established for Mr. Knight in connection with his service as Chief Financial Officer. The offer letter agreement also provides for anticipated annualthat no additional equity incentive grants of options to purchase 50,000 shares of our common stock, subject to the approval of the Compensation Committee.

        The Company has agreed to provide severance paymentswill be awarded to Mr. Knight equal to six months' salary in the eventupon assumption of termination ofhis new responsibilities. Mr. Knight's employment without cause. Prior to his voluntary departure from employmentis at will and may be terminated by either Mr. Knight or the Company in April 2012, Mr. Monahan was also entitled to severance payments equal to six months' salary in the event of termination of employmentat any time with or without notice and for any or no reason or cause.

        Under the terms of the awards of options and restricted common stock granted under the 2010 Incentive Compensation Plan, unvested amounts are forfeited if the grantee's employment or business relationship with our company is terminated for any reason, other than in the event of death or disability. The board of directors does, however, have the power and the right to accelerate vesting of any and all unvested amounts in the event of a change in control of Bruker Corporation.

Section 162(m) Limitations

        Section 162(m) of the U.S. Internal Revenue Code limits the tax deductibility by a corporation of compensation in excess of $1,000,000 paid to the Chief Executive Officer and any other of its four most highly compensated executive officers. However, compensation which qualifies as "performance-based" is excluded from the $1,000,000 limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals under a plan approved by stockholders.

        The Compensation Committee does not presently expect total cash compensation payable for salaries to exceed the $1,000,000 limit for any individual executive. Having considered the requirements of Section 162(m), the Compensation Committee believes that stock option grants to date meet the requirement that such grants be "performance-based" and are, therefore, exempt from the limitations on deductibility.

        The Compensation Committee and management consider the accounting and tax effects of various compensation elements when designing our annual incentive and equity compensation plans and making other compensation decisions. Although we design our plans and programs to be tax-efficient and to minimize compensation expense, these considerations are secondary to meeting the overall objectives of the executive compensation program. To the extent consistent with our executive compensation program and our executive officers' employment agreements, if any, we have designed our executive compensation program to be performance-based and also to comply with requirements for tax deductibility where feasible.

        The Compensation Committee will continue to monitor the compensation levels potentially payable under our cash compensation programs, but intends to retain the flexibility

necessary to provide total cash compensation in line with competitive practice, our compensation philosophy and our best interests.

Other Benefit Plans

        In October 2009, the Board of Directors of BEST adopted the Bruker Energy & Supercon Technologies, Inc. 2009 Stock Option Plan, or the BEST Plan. The BEST Plan provides for the issuance of up to 1,600,000 shares of BEST common stock in connection with awards under the plan. The BEST Plan allows a committee of the BEST board of directors to grant incentive stock options and non-qualified stock options to key employees and directors of the Company. The size of each grant is determined by the value of the BEST stock and BEST stock options at the time, the likely growth in that value and the importance of the individual to growing the value of the Company in the future. The BEST Plan is tied exclusively to increases in BEST's estimated value regardless of the Company's performance as a whole. As of December 31, 2011,2012, 800,000 incentive stock options and non-qualified stock options had been awarded with vesting periods of three to five years. As a director of BEST, Dr. Frank Laukien participatesand Mr. Wagner participate in the BEST Plan and on October 1, 2009, was awarded an optionPlan. Dr. Laukien holds options to purchase 10,000 shares of BEST, atwhich have an exercise price equalof $3.50 per share and expire October 1, 2019. Mr. Wagner holds options to the fair market valuepurchase 10,000 shares of BEST atgranted on July 1, 2010 with an exercise price of $10.00 per share and an expiration date of July 1, 2020. 6,667 of these options are vested and exercisable and the timeremaining 3,333 options will vest on July 1, 2013. Additionally, Dr. Prause, as an employee and also as a director of grant, subjectBEST, participates in the BEST Plan. Dr. Prause holds options to three-year vesting.purchase 150,000 shares of BEST, which options were fully vested as of December 31, 2012. The BEST options have an exercise price of $3.50 per share and expire October 1, 2019.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, promulgated under the Securities Act of 1933, as amended. Based on such review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A.

        Submitted by the Compensation Committee of Bruker Corporation's Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

        Mr. Kniss and Drs. Emmerich and Fesik serve as members of the Compensation Committee. Mr. Kniss and Drs. Emmerich and Fesik were not officers or employees of the Company or any of its subsidiaries during fiscal year 2011.2012. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors.

SUMMARY OF EXECUTIVE COMPENSATION

        The following table summarizes the compensation earned by theour President, Chief Executive Officer and Chairman, persons who served as our Chief Financial Officer during 2012 and the Company's othernext three most highly compensated executive officers in fiscal 2012 (the "named executive officers") for the years ended December 31, 2012, 2011 2010 and 2009.2010.

20112012 Summary Compensation Table

20112012 Grants of Plan-Based Awards

        The following table sets forth certain information with respect to individual grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2011.2012.

Outstanding Equity Awards Atat December 31, 20112012

        The following table provides information concerning unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our most recently completed fiscal year. Each outstanding award is represented by a separate row which indicates the number of securities underlying the award, including awards that have been transferred other than for value (if any). As of December 31, 2011, there were no outstanding unvested stock awards granted to any of our named executive officers.