UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒

Waters Corporation

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

March 29, 2018April 14, 2022

Dear Stockholder:Shareholders,

On behalfWe made significant progress this past year on our transformation to an even more innovation and customer focused company, realizing strength in our portfolio due to new product introductions and growth of our core business. We appreciate the Boardefforts of Directorsour leadership team and all Waters employees, globally, who remained focused in the face of Waters Corporation (“Waters” orchallenging conditions resulting from the “Company”), I cordially invite youpandemic. The Board’s focus in 2021 included strategic oversight,talent review, ongoing board refreshment and succession planning, and continued progress on our Sustainability initiatives.

The Company’sentire Board of Directors values and encourages stockholderI thank you for your investment in us and ask for your voting support on the matters described in this proxy statement. We invite your participation at the Meeting. It is important thatmeeting, and appreciate your shares be represented, whether or not you plan to attend the Meeting. Please take a moment to vote on the Internet, by telephone, or, if you receive a paper copy of the Proxy Statement and Annual Report, by signing, dating and returning your proxy card in the envelope provided even if you plan to attend the Meeting.

We hope you will be able to attend the Meeting.input.

Sincerely,

Christopher J. O’ConnellDr. Flemming Ornskov, M.D., M.P.H. Chairman of the Board of Waters Corporation

April 14, 2022

Dear Shareholders,

Thank you for placing your trust in Waters. I also want to thank my colleagues who represent the indomitable spirit of Waters and stayed focused on supporting our customers while balancing the uncertainties introduced by a pandemic, rising inflation – and more recently, heightened geopolitical tensions.

In 2021 Waters achieved sales growth of 18% as reported and 16% on a constant currency basis, with an adjusted operating margin of 30.2%. The revival of our resilient core business and strong operational results drove Waters’ stock price outperformance against life science tools peers, the S&P 500 Health Care Index, and the S&P 500 Index. We brought additional focus to our research and innovation efforts in product development; our product vitality index, a measure of new product revenue contributions, increased 150 basis points year-over-year to 15% in the fourth quarter of 2021. We also made meaningful progress against our 2025 Sustainability goals and recently published our 2021 Sustainability Report, providing greater transparency and data by including detailed disclosure in line with the Sustainability Accounting Standards Board framework.

As a leader in analytical instruments and informatics, Waters partners with our customers around the world to ensure the efficacy and quality of medicines we take, the purity and safety of our food and water, and the durability and sustainability of products most of us use every day. Waters has a simple, resilient, and repeatable business model in attractive end markets including pharmaceuticals, cutting-edge materials, clinical diagnostics, and food and environmental. And we are focused on addressing the grand challenges that our customers face by simplifying sophisticated and powerful analytical instruments and designing consumables, informatics, and services to support high-volume applications in regulated markets.

Our results were fueled by strong execution against our three-phase transformation program designed to regain commercial momentum, strengthen leadership and performance management, and align the Waters portfolio for growth.

We drove commercial momentum through a focused effort on multiple initiatives, including:

We strengthened our leadership team, adding key talent with experience in commercial execution, M&A and technical expertise. Our Innovation Board, with leaders from R&D, business development and marketing, is also re-building our focus, urgency and accountability by identifying unmet needs in the markets we serve, assessing technology proofs of concept, and monitoring the execution of top programs.

Finally, we aligned the Waters portfolio for growth by launching new innovative products that meaningfully advance technology across the markets we serve and meet our customers’ evolving needs, including MaxPeak^™ High Performance Surfaces technology for large molecule applications, Arc^™ High Performance Liquid Chromatography (HPLC) System, the new SELECT SERIES^® MRT, MS Quan^™ application for waters_connect, and the new TRIOS^® AutoPilot Software.

With a strengthened core business, we increased our focus in 2021 on faster-growing adjacent markets, where we want to apply our robust model of taking sophisticated technology and simplifying it for use in regulated markets for high-volume applications with annual growth rates of high-single-digit and above.

As we look to 2022 and beyond, we will sustain our commercial momentum and cultivate our indomitable spirit by fostering a diverse and inclusive culture driven to solve our customers’ problems with focus and urgency. We will continue our expansion in faster-growing adjacencies while solidifying our core business. We will unlock the potential of science by solving problems that matter to our customers, shareholders and employees.

Thank you for your confidence, support, and investment in Waters.

WATERS CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

We are making the Proxy Statement and the form of Proxy first available on or about April 14, 2022.

Milford, Massachusetts

TABLE OF CONTENTS

PROXY STATEMENT SUMMARYWATERS CORPORATION AT A GLANCE

This summary contains highlights aboutWHAT IS WATERS CORPORATION

Waters is the world’s leading manufacturer of specialty measurement tools, and primarily designs, manufactures, sells, and services instruments, consumables, and software that are used by life science, pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic, and governmental customers working in research and development, quality assurance, and other laboratory applications. Our 14 manufacturing facilities and more than 7,800 employees provide products and services to 40,000 customers in over 100 countries via our Company andoperations in 35 countries. We generated revenue of $2.8 billion in 2021 with a market capitalization of approximately $23 billion as of December 31, 2021.

ESG AND SHAREHOLDER ENGAGEMENT AT WATERS

We commit to leave the upcoming 2018 Annual Meeting of Stockholders, or “Annual Meeting”. This summary does not contain all of the information that you should consider in advance of the meeting and we encourage you to read the entire proxy statement before voting.world a better place

We invest in the diversity and safety of our people

We invest in research

We invest in our operations

We invest in our planet

We invest in our community

We attract investment from long-term shareholders

HOW WE ARE DOING

*$100 invested on 12/31/16 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

Copyright© 2022 Standard & Poor’s, a deepdivision of S&P Global. All rights reserved.

PROPOSAL 1 — ELECTION OF DIRECTORS

WHO WE ARE

At Waters, we believe that tone for excellence and broadintegrity is set at the top — with us, the Board. In this Proxy Statement, we highlight examples of skills and experiences that facilitateour strong oversight actions and the exceptional stature, accomplishments, and diversity amongst our members.

strategic direction for a leading global analytical instrument provider.

CORPORATE GOVERNANCE HIGHLIGHTS

✓ Proxy Access

Based on stockholder feedback, we adopted a proxy access bylaw that permits a stockholder who has, or a group of up to 20 stockholders who have, owned at least 3% of the Corporation’s outstanding common stock for at least three years to nominate and include in the Corporation’s proxy materials the greater of two individuals or up to 20% of the number of directors then serving, provided that the nominating stockholder or stockholder group and the nominees satisfy the requirements specified in the Bylaws.

✓ Majority Voting Standard

Our Bylaws provide for a majority voting standard for uncontested director elections.

✓ Independent Board and Committees

7 of our 8 director nominees (all directors except our Chief Executive Officer), and all members of the Audit Committee, Compensation Committee, Finance Committee and Nominating and Corporate Governance Committee are independent.

✓ Engaged in Strategy

Our Board is engaged in advising and overseeing the Company’s strategy and strategic priorities.

✓ Director Qualifications and Evaluations

All Directors meet the candidate qualifications in our Board of Directors Guidelines for Director Qualifications and Evaluations included in this proxy statement.

✓ Lead Independent Director

The independent members of our Board elected Thomas P. Salice as our lead independent director. We have active participation by all directors, including the 7 independent director nominees.

✓ Regular Executive Sessions of Independent Directors

Our independent directors meet privately on a regular basis. Our lead independent director presides at such meetings.

✓ Stock Ownership Requirements

We have significant stock ownership requirements for our directors and officers.

✓ Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for identifying and recommending to the Board, candidates qualified for membership, and to review the company’s Corporate Governance providing advice and recommendations on corporate governance matters.

✓ Enterprise Risk Management

We have an Enterprise Risk Management Program to identify, assess, manage, report and monitor enterprise risk and areas that may affect our ability to achieve our objectives.

Director Skills, Experience and Background

Waters is the world’s leading manufacturer of specialty measurement tools, and primarily designs, manufactures, sells and services instruments that are used by life science, pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic and governmental customers working in research and development, quality assurance and other laboratory applications. As we discuss below under “Directors Meetings and Board Committees”, the Nominating and Corporate Governance Committee, together with the Board, is responsible for assessing the appropriate skills, experience and background that we seek in Board members in the context of our business and the existing composition of the Board. Our Board is currently comprised of Directors with extensive industry experience and with a broad set of skills critical to providing us with strategic and operational oversight. In addition, our board is comprised of individuals with a diversity of backgrounds. For example, of our current Directors, seven have served as a chief executive officer, two are women, six have had careers in industries that are relevant to our business, three have technical backgrounds in science and technology, five are experts in finance and capital allocation, two have accounting backgrounds, and one has served as a chief financial officer.

Director since 1994

HOW WE ARE SELECTED AND ELECTED

Eight Directors are to be elected at the Annual Meeting, each to hold office until his or her successor is elected and qualified or until his or her earlier resignation, death or removal. It is intended that the Proxies in the form included with this Proxy Statement will be voted for the auditnominees set forth above unless shareholders specify to the contrary in their Proxies or specifically abstain from voting on this matter.

Majority Voting

The Company’s bylaws (the “Bylaws”) provide for majority voting for Directors in uncontested elections. A further description of the Company’s annual financial statements, statutory audits, reviewmajority voting provisions can be found above.

Board Candidates

The Nominating and Corporate Governance Committee, together with the Board, is responsible for assessing the appropriate skills, attributes, experiences, and diversity of background, including a candidate’s gender and ethnic and racial background, that we seek in Board members in the context of the interim condensed consolidated financial statements included in quarterly reports, assistance with review of documents filed with the SEC, and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation.

Audit-Related Fees — consists of fees for assurance and related services that are reasonably related to the performanceexisting composition of the audit or reviewBoard.

The Nominating and Corporate Governance Committee believes that candidates for service as a Director of the Company’s consolidated financial statementsCompany should meet certain minimum qualifications. In October 2021, the Board amended its Corporate Governance Guidelines (the “Guidelines”) and are not reported under “Audit Fees.” These services include employee benefit plan audits, acquisition-related services, attest services not required by statute or regulation,Nominating and accounting consultationsCorporate Governance Committee Charter (“NGC Charter”) to clarify that when assessing candidates for Director, the Nominating and reviews for various matters.

Tax-Related Fees — consists of fees for tax complianceCorporate Governance Committee considers candidates’ skills, experience, and planning services. Tax compliance fees include fees for professional services related to international tax compliancediversity (such as, and preparation. Tax planning fees consist primarily of fees including but not limited to, diversity of gender, race/ethnicity, age, geographic location, and nationality), and seeks individuals who are highly accomplished in their respective fields, with superior educational and professional credentials. Candidates should satisfy the impactCompany’s independence criteria, which are part of acquisitions, restructuringsits Guidelines and changes in regulations.

All Other Fees — consistssummarized below, and follow the applicable listing standards of fees for all permissible services other than those reported above.the New York Stock Exchange.

The AuditCompany has a process for identifying and selecting candidates for Board membership. Initially, the Chairman, the President and Chief Executive Officer (“CEO”), the Nominating and Corporate Governance Committee,pre-approved 100% or other Board members identify a need either to expand the Board with a new member possessing certain specific characteristics or to fill a vacancy on the Board. A search is then undertaken by the Nominating and Corporate Governance Committee, working with recommendations and input from Board members, members of senior management, professional contacts, external advisors, nominations by shareholders, and/or the retention of a professional search firm, if necessary. Any shareholder wishing to propose a nominee should follow the process described in the Bylaws to submit the candidate’s name and appropriate biographical information to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757.

An initial slate of candidates is identified that will satisfy the criteria for Board membership and is presented to the Nominating and Corporate Governance Committee for review. Upon review by the Nominating and Corporate Governance Committee, a series of interviews of one or more candidates is conducted by the Chairman, the President and CEO, and at least one member of the services listed underNominating and Corporate Governance Committee. During this process, the preceding captions “Audit Fees,” “Audit-Related Fees,”“Tax-Related Fees”full Board is informally apprised of the status of the search and “All Other Fees.” its input is solicited.

Upon identification of a final candidate, the entire Nominating and Corporate Governance Committee will meet to consider the credentials of the candidate and thereafter, if approved, will submit the candidate for approval by the full Board.

Proxy Access

The Audit Committee’spre-approval policiesBoard has adopted a proxy access bylaw provision that allows eligible shareholders or groups of up to 20 shareholders who have held at least 3% of our common stock continuously for three years to nominate up to two individuals or 20% of the Board, whichever is greater, for election at our annual shareholder meeting, and procedures are more fully describedto have those individuals included in its report set forth in this Proxy Statement.our proxy materials for that meeting.

2017 Performance Highlights and Connection to our Executive Compensation ProgramBoard/Director Independence

The chartCompany’s Guidelines include criteria adopted by the Board to assist it in making determinations regarding the independence of its members. The Guidelines include the Company’s categorical standards of independence, which our Board approved. The Guidelines are available on the website www.waters.com under the caption “Corporate Governance.” The criteria, summarized below, illustrates how Waters emphasizes key performance metrics in our executive compensation program and how these metrics alignare consistent with our business priorities and performance.

Listening to our Stockholders

Our stockholdersthe New York Stock Exchange listing standards regarding director independence. To be considered independent, the Board must determine that a director does not have favorable views of many ofa material relationship, directly or indirectly, with the aspects of our executive compensation program, including our emphasis on performance-based components of compensation and the strength of our performance measures. Our stockholders, however, did provide constructive feedback to the Company in certain areas of our executive compensation program. Key changes made to our executive compensation program in response to stockholder feedback include:Company. A director will not be considered independent if:

In addition, a director will not be considered independent if he or she, or an immediate family member, is or has been an executive officer of a tax-exempt entity that receives contributions in any fiscal year from the Company exceeding the greater of $1 million or 2% of its gross revenues. A director also will not be considered independent if he or she is a current employee of an internal or external auditor of the Company or has an immediate family member who is a current employee of an internal or external auditor of the Company who participates in such firm’s audit, assurance, or tax compliance practice.

The Board has determined that each Director, other than Dr. Batra, the Company’s President and CEO, has no material relationship with the Company and otherwise qualifies as “independent” under these criteria and the applicable listing standards of the New York Stock Exchange.

HOW WE ARE EVALUATED

The Nominating and Corporate Governance Committee conducts an annual evaluation of the Board and each of its committees. In November 2021, the evaluation, in the form of a questionnaire, was circulated to all members of the Board and each committee. The Company’s General Counsel received all of the questionnaires, compiled the results, and circulated them to the Board and each committee for discussion and analysis during January 2022. It is the intention of the Nominating and Corporate Governance Committee to continue to engage in this process annually.

HOW WE GOVERN AND ARE GOVERNED

At Waters, we believe that sound principles of corporate governance are essential to protecting Waters’ reputation, assets, investor confidence, customer loyalty, and sustainability. Our Guidelines can be found on our website at www.waters.com and are available in print upon written request to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757.

Compensation Governance and Pay Practices

Waters maintains strong pay and governance practices as outlined below. A full description of these policies and practices can be found in the discussion below under the respective headings in the section entitled “Elements of Executive Compensation.”

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the stockholders of Waters are entitled to cast anon-binding vote at the Meeting to approve the compensation of the Company’s named executive officers, as disclosed in this proxy statement. Pursuant to the Dodd-Frank Act, the stockholder vote is an advisory vote only and is not binding on Waters or the Board. Stockholders have elected to conduct this vote annually.

Although the vote isnon-binding, the Compensation Committee and the Board value your opinions and will consider the outcome of the vote in establishing and evaluating the Company’s executive compensation program and making future compensation decisions.

As described more fully in the Compensation Discussion and Analysis, the Summary Compensation Table and the other tables following the Summary Compensation Table, the Company’s named executive officers are compensated in a manner consistent with our business strategy, competitive practice and sound compensation governance principles, and with a focus on short and long-term performance-based and variable compensation.

Please refer to the “Compensation Discussion and Analysis” for a full description of our executive compensation practices and programs.

We are requesting yournon-binding vote on the following resolution:

“RESOLVED, that the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis, in the Summary Compensation Table and subsequent tables, is approved.”

Board/Director Independence

The Company’s Guidelines include criteria adopted by the Board to assist it in making determinations regarding the independence of its members. The Guidelines include the Company’s categorical standards of independence, which our Board approved. The Guidelines are available on the website www.waters.com under the caption “Corporate Governance.” The criteria, summarized below, are consistent with the New York Stock Exchange listing standards regarding director independence. To be considered independent, the Board must determine that a director does not have a material relationship, directly or indirectly, with the Company. A director will not be considered independent if:

In addition, a director will not be considered independent if he or she, or an immediate family member, is or has been an executive officer of a tax-exempt entity that receives contributions in any fiscal year from the Company exceeding the greater of $1 million or 2% of its gross revenues. A director also will not be considered independent if he or she is a current employee of an internal or external auditor of the Company or has an immediate family member who is a current employee of an internal or external auditor of the Company who participates in such firm’s audit, assurance, or tax compliance practice.

The Board has determined that each Director, other than Dr. Batra, the Company’s President and CEO, has no material relationship with the Company and otherwise qualifies as “independent” under these criteria and the applicable listing standards of the New York Stock Exchange.

HOW WE ARE EVALUATED

The Nominating and Corporate Governance Committee is responsible for identifying and recommending to the Board, candidates qualified for membership, and to review the company’s Corporate Governance providing advice and recommendations on corporate governance matters.

✓    Enterprise Risk Management

We haveconducts an Enterprise Risk Management Program to identify, assess, manage, report and monitor enterprise risk and areas that may affect our ability to achieve our objectives.

Board of Directors Corporate Governance

Annual Evaluation

During 2017, the Nominating and Corporate Governance Committee of the Board conducted its annual evaluation of the Board and each of its committees. TheIn November 2021, the evaluation, in the form of a questionnaire, was circulated to all members of the Board and each committee in November 2017.committee. The Company’s General Counsel received all of the questionnaires, compiled the results, and circulated them to the Board and each committee for discussion and analysis during January 2018.2022. It is the intention of the Nominating and Corporate Governance Committee to continue to engage in this process annually.

stockholders at our 2017 Annual Meeting of Stockholders. The parameters of our proxy access bylaw reflect our consideration of the input of the stockholders who responded to our outreach initiatives regarding the features of proxy access that will best align the Company’s interests with those of our stockholders, as well our review of prevailing market practice. On this basis we believe that the proxy access bylaw adopted by the Board strikes an appropriate balance between providing meaningful proxy access for our stockholders and limiting the potential for abuse.

Board/Director Independence

The Company’s Corporate Governance Guidelines include criteria adopted by the Board to assist it in making determinations regarding the independence of its members. Our Categorical StandardsThe Guidelines include the Company’s categorical standards of Independenceindependence, which our Board approved. The Guidelines are also available on the websitewww.waters.com under the caption “Corporate Governance”.Governance.” The criteria, summarized below, are consistent with the New York Stock Exchange listing standards regarding director independence. To be considered independent, the Board must determine that a director does not have a material relationship, directly or indirectly, with the Company. A director will not be considered independent if if:

We also believe in sound principles of board governance — how we govern ourselves sets the nametone for how our company is governed more generally. Our board governance practices include:

✓Proxy Access

As described in the preceding section on how Directors are selected, the Company enables eligible shareholders to nominate director candidates via our proxy access process as governed by our Bylaws.

✓    Majority Approval Required for Director Elections

If an incumbent Director up for re-election at a meeting of shareholders fails to receive a majority of affirmative votes in an uncontested election, the Board will adhere to the director resignation process as provided in our Bylaws.

✓    Independent Board and return addressCommittees

All Directors except our President and CEO, and all members of the stockholder,Audit Committee, Compensation Committee, Finance Committee, Nominating and Corporate Governance Committee, and Science and Technology Committee are independent.

✓    Engaged in Strategy

Our Board is engaged in advising and overseeing the specific Company’s strategy and strategic priorities.

✓    Director Qualifications and Evaluations

All independent Directors meet the candidate qualifications set forth in our Guidelines and as summarized in the above sections of this Proxy Statement: “— How We Are Selected and Elected — Board Candidates” and “— How We Are Selected and Elected — Board/Director Independence”.

✓    Regular Executive Sessions of Independent Directors

Our independent Directors meet privately on a regular basis. Our Chairman presides at such meetings.

✓    Stock Ownership Requirements

We have robust stock ownership requirements for our Directors and executive officers.

✓    Enterprise Risk Management

We have an enterprise risk management framework to identify, assess, manage, report, and monitor enterprise risk, including information security risk, and areas that may affect our ability to achieve our objectives.

✓    Human Capital Management

Our Board dedicates a meeting session to talent review, diversity, and succession.

Related Party Transactions Policy

The Board has adopted a written Related Party Transactions Policy, which covers “Interested Transactions” between a “Related Party” or parties and the Company. An Interested Transaction is a transaction or arrangement in which the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year and in which the Company and/or any Related Party may have an interest. A Related Party includes an executive officer, director or nominee for election as a director of the Company, any holder of more than a 5% beneficial ownership interest in the Company, any immediate family member of any of the foregoing, or any firm, corporation or entity in which any of the foregoing persons is employed or is a general partner or principal or in which such person or persons collectively have a 10% or greater beneficial ownership interest.

Pursuant to the policy, the General Counsel is responsible for identifying potential Interested Transactions and determining whether a proposed transaction is an Interested Transaction and accordingly, reportable to the Nominating and Corporate Governance Committee for consideration at its next regularly scheduled meeting. The Nominating and Corporate Governance Committee will review the material facts of all Interested Transactions and report its recommendations to the Board which will either approve or disapprove the Interested Transaction.

The Nominating and Corporate Governance Committee and the Board have reviewed and determined that certain categories of Interested Transactions are deemed to be pre-approved or ratified (as applicable) by the Board under the terms of the policy. These are: (a) the employment and compensation arrangements of named executive officers required to be reported in the Company’s proxy statement; (b) Director compensation required to be reported in the Company’s proxy statement; (c) ordinary course charitable contributions periodically

reviewed by the Compensation Committee of the Board; and (d) ordinary course business transactions conducted on an “arm’s length” basis with Polaris, Inc. (of which Mr. Hendrickson is a director), Galderma S.A. (of which Dr. Flemming Ornskov is Chief Executive Officer), and Bayer AG (of which Mr. Jiang is an executive employee, but not an executive officer).

In addition, Senior Vice President, General Counsel, and Secretary Ms. Keeley A. Aleman’s husband, Mr. Patrick Maiella, is a current employee of the Company. Mr. Maiella received approximately $150,000 in compensation from the Company during 2021. He also participated in our employee benefit plans on the same basis as other similarly situated employees in 2021.

Stock Ownership Guidelines

In order to closely align Directors’ and executive officers’ interests with those of the Company’s shareholders, the Company has minimum stock ownership guidelines for its executive officers and non-employee Directors. These guidelines require the accumulation by anyone who holds the CEO position of common stock equal to five times his or her base salary over a three-year period and the accumulation by our other executive officers of common stock equal to two times their base salary over a five-year period. The stock ownership guidelines for non-employee Directors require the accumulation of a minimum of five times the annual cash Board retainer over a five-year period.

If an executive officer or Director shall become non-compliant with the guidelines, he or she will have a period of twelve months to regain compliance with the guidelines. If, after such twelve-month period, the executive officer or Director remains non-compliant, then, 50% of the net after-tax profit from any subsequent stock option exercise must be retained in shares of common stock until compliance with the guidelines is achieved. Exceptions to these stock ownership guidelines may be considered by the Nominating and Corporate Governance Committee. For purposes of these guidelines, in addition to any direct ownership of shares of common stock by an executive officer or Director, any shares of unvested restricted stock, unvested restricted stock units (“RSU”) and vested “in-the-money” stock options granted by the Company to such executives or Directors to whomapply toward the contact is addressed and the nature or subject mattersatisfaction of the contact. All communications will be sent directlyguidelines.

Dr. Belinda G. Hyde and Mr. Amol Chaubal joined the Company in January and May 2021, respectively, and have until 2026 to meet the requirements of the ownership guidelines. Dr. Huang and Mr. Jiang were appointed to the appropriate Board member.effective January and July 2021, respectively, and have until 2026 to meet the requirements of the ownership guidelines. All of our named executive officers (except Mr. Michael F. Silveira, who was not serving as an executive officer at the end of 2021) and current Directors have satisfied the requirements of the ownership guidelines, except for Messrs. Chaubal and Jiang and Drs. Huang and Hyde.²

Guidelines, Code of Conduct, Global Complaint Reporting Policy, and Ethics Helpline

The Board has adopted the Guidelines, a Global Code of Business Conduct and Ethics for employees, executive officers, and Directors, and a Global Complaint Reporting Policy, the Company’s “whistleblower” policy, regarding the treatment of potential legal and compliance concerns, including those relating to accounting, internal accounting controls, and auditing matters. In addition, in October 2021, the Company implemented the new Waters Ethics Helpline, which is confidentially operated by a third-party vendor, that provides the Waters workforce and others a comprehensive and confidential reporting tool to report concerns. All of the foregoing documents are available on the Company’s website at https://www.waters.com under the caption “Corporate Governance” and copies may be obtained, without charge, upon written request to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757. The Waters Ethics Helpline may be accessed at https://waters.ethicspoint.com/.

Policy Against Hedging

In 2013, the Board adopted a policy prohibiting Directors, executive officers, and certain key employees designated by the Company based on their access to material non-public information from making short sales of Company stock or trading in options on Company stock and purchasing financial instruments, including prepaid

variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset any decrease in market value of equity securities of the Company. This prohibition does not apply to any bona fide pledge of equity securities of the Company not made for the purpose of hedging.

Risk Oversight

Risk Oversight

Board’s Role in Risk Oversight Generally

Included in the Company’s Annual Report on Form10-K for the year ended December 31, 20172021 (the “Annual Report”) are the risk factors affecting the Company which are periodically reviewed by the Board and the Audit Committee and updated or expanded as warranted. The Board is responsible for overseeing the management and operations of the Company, including its risk assessment and risk management functions. The Board has delegated responsibility to reviewing the Company’s policy with respect to risk assessment and management to the Audit Committee.

Additionally, the Company has an Enterprise Risk Management programenterprise risk management framework under the directionoversight of the

Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee engages the independent registered public accounting firm, and performs certain other

Report of the Audit Committee of the Board of DirectorsREPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Waters specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Exchange Act.

During 20172021, the Audit Committee of the Board, in conjunction with management and PricewaterhouseCoopers LLP, or PwC, the Company’s independent registered public accounting firm, focused on the following items:

1. Compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Act”) and the adequacy of Company internal controls;

2. The appropriateness of Company financial reporting and accounting processes;

3. The independence and performance of the Company’s independent registered public accounting firm;

to time during the fiscal year and an estimated amount of fees associated with such services. Company management and the Company’s independent registered public accounting firm will each confirm to the Audit Committee that eachnon-audit service on the list is permissible under all applicable legal requirements. The Audit Committee will, in its discretion, either approve or disapprove both the list of permissiblenon-audit services and the estimated fees for such services. The Audit Committee will be informed routinely as to thenon-audit services actually provided by the Company’s independent registered public accounting firm pursuant to thispre-approval process and the actual expenditure of fees associated therewith as well as newnon-audit services being requested for approval.

To ensure prompt handling of unexpected matters, the Audit Committee delegates to its Chair the authority to amend or modify the list of approved permissiblenon-audit services and fees. The ChairmanChair will report action taken to the Audit Committee at the next Audit Committee meeting.

PwC and the Company ensure that all audit andnon-audit services provided to the Company have beenpre-approved by the Audit Committee.

HOW TO COMMUNICATE WITH US

The Board of Directors seeks input from a wide variety of shareholders and stakeholders to inform its work. We describe elsewhere in this Proxy Statement the Board’s and the Company’s shareholder engagement activities. We also enable communication via:

In addition, we enable shareholders and other interested parties to communicate with the Chairman or with the non-employee Directors, individually or as a group, by writing to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757. Any such communication should include the name and return address of the shareholder or other party, the specific Director or Directors to whom the contact is addressed, and the nature or subject matter of the contact. All communications will be sent directly to the appropriate Board member.

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the books, records, and accounts of the Company for the fiscal year ending December 31, 2022. In accordance with a vote of the Audit Committee and as approved by the Board, this selection is being presented to the shareholders for ratification at the Annual Meeting. A representative of PwC is expected to be present at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if the representative desires to do so.

Fees

The aggregate fees for the fiscal years ended December 31, 2021 and 2020 billed by PwC were as follows:

Audit Fees — consists of fees for the audit of the Company’s annual financial statements, statutory audits, review of the interim condensed consolidated financial statements included in quarterly reports, assistance with review of documents filed with the SEC, and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation.

Audit-Related Fees — consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include employee benefit plan audits, acquisition-related services, attest services not required by statute or regulation, and accounting consultations and reviews for various matters.

Tax-Related Fees — consists of fees for tax compliance and planning services. Tax compliance fees include fees for professional services related to international tax compliance and preparation. Tax planning fees consist primarily of fees including but not limited to, the impact of acquisitions, restructurings, and changes in regulations.

All Other Fees — consists of fees for all permissible services other than those reported above.

The Audit Committee pre-approved 100% of the services listed under the preceding captions “Audit Fees,” “Audit-Related Fees,” “Tax-Related Fees,” and “All Other Fees.” The Audit Committee’s pre-approval policies and procedures are more fully described in its report set forth in this Proxy Statement.

Required Vote and Recommendation of the Board of Directors

Approval of the proposal requires a majority of the votes cast in person or by Proxy by the shareholders entitled to vote thereon. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present but will not be treated as votes cast with respect to the proposal and therefore will not have an effect on the determination of whether the proposal has been approved. Ratification by shareholders is not required. Brokerage firms may vote to ratify the appointment of PwC as it is a “discretionary” or “routine” item. If this Proposal 2 is not approved by the shareholders, the Audit Committee does not intend to change the appointment for fiscal year 2022 but will consider the shareholder vote in selecting an independent registered public accounting firm for fiscal year 2023.

PROPOSAL 3 — NON-BINDING VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the shareholders of Waters are entitled to cast a non-binding vote at the Annual Meeting to approve the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement. Pursuant to the Dodd-Frank Act, the shareholder vote is an advisory vote only, and is not binding on Waters or the Board. Shareholders have elected to conduct this vote annually.

Although the vote is non-binding, the Compensation Committee and the Board value your opinions and will consider the outcome of the vote in establishing and evaluating the Company’s executive compensation program and making future compensation decisions.

As described more fully in the Compensation Discussion and Analysis, the Summary Compensation Table, and the other tables following the Summary Compensation Table, we believe the Company’s named executive officers are compensated in a manner consistent with our business strategy, competitive practice, and sound compensation governance principles, and with a focus on short- and long-term performance-based compensation.

Please refer to the section “— Compensation Discussion and Analysis” for a full description of our executive compensation practices and programs.

We are requesting your non-binding vote on the following resolution:

“RESOLVED, that the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and in the Summary Compensation Table and subsequent tables is approved.”

Required Vote and Recommendation of the Board of Directors

Approval, on an advisory basis, of the proposal requires a majority of the votes cast in person or by Proxy by the shareholders entitled to vote thereon. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present but will not be treated as votes cast with respect to the proposal and therefore will not have an effect on the determination of whether the proposal has been approved on an advisory basis. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

OverviewOur Named Executive Officers

This Compensation Discussion and Analysis discusses the compensation programs forawarded to, earned by, or paid to our named executive officers.officers for 2021. Our named executive officers for fiscal year 20172021 were as follows:

EXECUTIVE SUMMARY

Leadership Transitions

This year’s Summary Compensation Table reflects the changes in leadership over the last several years. In 2021, Dr. Batra completed his first full calendar year as CEO of Waters, while Mr. Silveira assumed the role of Interim CFO until Mr. Chaubal was appointed Senior Vice President and CFO in May 2021. Dr. Hyde was appointed Senior Vice President and Chief Human Resources Officer in January 2021. In May 2021, Mr. Pratt transitioned to Senior Vice President, Waters Division and Ms. Bennett succeeded Mr. Pratt as Senior Vice President, TA Instruments Division. Throughout these changes, our compensation philosophy and our commitment to pay-for-performance remain consistent.

2021 CEO Compensation Design

The 2021 pay program for our CEO was primarily equity-oriented and at-risk. Our CEO’s target total direct compensation (base salary, target annual incentive award, and grant date value of the Long-Term Incentive (“LTI”) equity awards, assuming target performance for PSUs) for 2021 was approximately:

* Based on the grant date fair value of equity awards, assuming target performance.

Our CEO’s variable compensation is based on our performance measured against several financial goals, with annual incentives based on achievement of revenue and net income performance goals, while the PSUs are based on our total shareholder return (“TSR”) relative to peers and our 3-year revenue growth and stock options only have value if the price of our common stock appreciates after grant. These programs, their financial metrics and performance goals and their 2021 results are described in more detail below.

2021 Executive Compensation Program Outcomes

In 2021, the named executive officers received payouts between the target and maximum payout levels under the AIP based on corporate performance, as further detailed below. Our 2019-2021 LTI award, based on relative TSR, completed its three-year performance measurement period on December 31, 2021. Our performance over the period yielded a 155% payout for PSUs granted in December 2018 and February 2019. Further details on each of these programs, and their 2021 outcomes, are described below.

2021 EXECUTIVE COMPENSATION PROGRAM

Pay Mix

Consistent with our performance-based compensation philosophy, variable, performance-based compensation comprises a substantial portion of the target total direct compensation for our named executive officers, as illustrated by the charts below. For Mr. Chaubal, Ms. Bennett and Dr. Hyde, we have included 2021 annualized base salary, 2021 annualized target annual incentive award and 2021 LTI awards in the named executive officer pay mix calculations in the charts below in order to present what we believe to fairly represent what target total direct compensation would have been if they had been employed for the full year. For Dr. Batra and Mr. Cassis resignedPratt, we have included target total direct compensation for 2021 (base salary, target annual incentive award and grant date value of LTI equity awards, assuming target performance for PSUs). For Mr. Pratt, we have included the actual base salary amount he earned for 2021, rather than annualizing his base salary as increased in connection with his promotion during 2021. We have excluded Mr. Silveira from his position as the Company’s Chief Financial Officer and transitioned to a senior advisor role. Mr. Cassis retired from the Company effective March 9, 2018. Although Mr. Cassisthese calculations because he ceased to serve as an executive officer following Mr. Chaubal’s appointment as CFO in May 2021. Our 2021 performance-based compensation (target annual incentive award and grant date value of long-term equity incentives, as applicable and adjusted as described above) represented approximately 87% of the target total direct compensation for Dr. Batra and approximately 40% of the target total direct compensation for all other named executive officers as a group (excluding Mr. Silveira). Messrs. Chaubal and Pratt, Ms. Bennett and Dr. Hyde received RSU awards in 2021 as part of their respective new hire or promotion grants, which were outside of our annual LTI granting process.

2021 Key Business Priorities and Connection to our Executive Compensation Program

The chart below illustrates the key performance metrics in our executive compensation program and how Waters performed against these metrics during 2021 (and 2020 and 2019, in the case of PSUs).

*Use of Non-GAAP Financial Metrics in our Executive Compensation Program

The Company generally uses non-GAAP financial metrics to facilitate financial and operational decision-making, evaluate historical operating results, make comparisons to competitors’ operating results and determine management incentive compensation.

A reconciliation of GAAP to non-GAAP net income can be found in the Form 8-K dated February 1, 2022 that contained the Company’s results of operations for the quarter and year ended December 31, 2021, which is on the Company’s website at https://www.waters.com under the caption “Investors.” Copies may be obtained, without charge, upon written request to the Company, c/o Senior Director, Investor Relations, at 34 Maple Street, Milford, MA 01757 or at investor_relations@waters.com.

New Hire Compensation and Promotion Adjustments

The following compensation arrangements for our newly-hired and promoted executives were set by the Compensation Committee consistent with the Company’s executive compensation philosophy and after reviewing then-current compensation (in the case of new hires) and competitive market data provided by Pearl Meyer.

Mr. Chaubal was appointed Senior Vice President and CFO in May 2021. The Company entered into an offer letter with Mr. Chaubal that provides for an annual base salary of $500,000 and an annual target bonus opportunity of 75% of his annual base salary. In addition, Mr. Chaubal received a cash sign-on bonus of $200,000. The sign-on bonus is subject to repayment, on a pro rata basis, in the event Mr. Chaubal resigns without good reason or his employment is terminated for cause (as such terms are defined in his offer letter), in either case, within one-year following his first day of employment.

In May 2021, Mr. Chaubal received an LTI award with a grant date value of approximately $1,500,000, approximately 50% which was delivered in stock options and approximately 50% of which was delivered in RSUs. These new hire LTI awards were intended to compensate Mr. Chaubal for his 2021 annual LTI award and for a portion of the equity awards from his prior employer that he forfeited as a result of joining Waters. The new hire LTI awards vest 20% each year on the first five anniversaries of the date of grant, generally subject to Mr. Chaubal’s continued employment through the applicable vesting date. For 2022, Mr. Chaubal received the same performance-based LTI vehicle mix as our other executives.

Under his offer letter, if Mr. Chaubal’s employment is terminated by the Company other than for cause or if he resigns for good reason, he will be entitled to receive the severance benefits described in the “— Payments Upon Termination or Change of Control” section of this Proxy Statement.

Ms. Bennett was hired in April 2021 and appointed Senior Vice President, TA Instruments Division effective May 1, 2021. The Company entered into an offer letter with Ms. Bennett that provides for an annual base salary of $568,000 and an annual target bonus opportunity of 75% of her annual base salary.

In April 2021, Ms. Bennett received an LTI award with a grant date value of approximately $1,300,000, approximately 50% which was delivered in stock options and approximately 50% of which was delivered in RSUs. These new hire LTI awards were intended to compensate Ms. Bennett for her 2021 annual LTI award. In addition, Ms. Bennett received a sign-on LTI award of approximately $350,000 in the form of RSUs. These sign-on LTI awards were intended to compensate Ms. Bennett for a portion of the equity awards from her prior employer that she forfeited as a result of joining Waters. Both the new hire and sign-on LTI awards vest 20% each year on the first five anniversaries of the date of grant, generally subject to Ms. Bennett’s continued employment through the applicable vesting date. For 2022, Ms. Bennett received the same performance-based LTI vehicle mix as our other executives.

Dr. Hyde was appointed Senior Vice President and Chief FinancialHuman Resources Officer in January 2017, he2021. The Company entered into an offer letter with Dr. Hyde that provides for an annual base salary of $445,000 and an annual target bonus opportunity of 65% of her annual base salary. In addition, Dr. Hyde received a cash sign-on bonus of $200,000. The sign-on bonus is includedsubject to repayment, on a pro rata basis, in the event Dr. Hyde resigns without good reason or her employment is terminated for cause (as such terms are defined in her offer letter), in either case, within one-year following her first day of employment.

In January 2021, Dr. Hyde received a sign-on LTI award with a grant date value of approximately $700,000, approximately 50% which was delivered in stock options and approximately 50% of which was delivered in

RSUs. These new hire LTI awards were intended to compensate Dr. Hyde for a portion of the equity awards from her prior employer that she forfeited as a named executive officerresult of joining Waters. These LTI awards vest 20% each year on the first five anniversaries of the date of grant, generally subject to Dr. Hyde’s continued employment through the applicable vesting date. In addition, Dr. Hyde received an annual LTI award with a grant date fair value of approximately $877,000 in this discussionFebruary 2021, with the same performance-based LTI vehicle mix as our other executives.

Mr. Chaubal, Ms. Bennett and Dr. Hyde are entitled to participate in our employee benefit plans and Ms. Bennett and Dr. Hyde are eligible to receive relocation assistance in connection with their relocation to within a reasonable commuting distance of the accompanying tablesCompany’s headquarters. The Company has also entered into a Change of Control/Severance Agreement with each of Mr. Chaubal, Ms. Bennett and Dr. Hyde pursuant to SEC rules.which they will each be entitled to certain benefits in connection with a termination of employment without cause (as defined in the applicable agreement) or resignation for good reason (as defined in the applicable agreement), as described in the “— Payments Upon Termination or Change of Control” section of this Proxy Statement.

On July 21, 2017,In May 2021, Mr. Pratt was promoted to the Company combined the Instruments Technology Group with the Applied Technology Group consistingposition of Informatics, Consumables and Scientific Operations, to create the Waters Global Products Group. Coincident with this change, effective July 21, 2017, Rohit Khanna resigned from his position as Senior Vice President, Applied Technology.Waters Division. In connection with his promotion, Mr. Khanna continuedPratt received a 34% base salary increase to serve$568,000, effective as Senior Vice Presidentof May 1, 2021, to better position him relative to the median of comparable roles in the market. Mr. Pratt’s annual target bonus opportunity remained at 75% of his annual base salary. Mr. Pratt received one-time supplemental LTI awards in connection with his promotion with a grant date value of approximately $300,000, approximately 50% which was delivered in stock options and approximately 50% of which was delivered in RSUs. The promotion LTI awards vest 20% each year on the first five anniversaries of the Companydate of grant, generally subject to Mr. Pratt’s continued employment through the applicable vesting date.

In recognition of his service as interim CFO and asthe corresponding increase in responsibilities, in May 2021, Mr. Silveira received a memberone-time supplemental RSU award with a grant date fair value of its executive committee until his retirementapproximately $300,000, which awards vest 20% each year on December 31, 2017.the first five anniversaries of the date of grant, generally subject to Mr. Silveira’s continued employment through the applicable vesting date.