April 14, 202213, 2023

Dear Shareholders,

Thank you for placing your trust in Waters. I also wantcontinuing to thank my colleagues who representbe a part of our journey. We made significant progress regaining our commercial momentum, strengthening our leadership, revitalizing our innovation, and defining our long-term strategy. We could not have achieved this without the indomitable spiritdedication of Waters and stayed focused on supporting our customers while balancing the uncertainties introduced bymore than 8,200 employees globally.

After a pandemic, rising inflation – and more recently, heightened geopolitical tensions.

Invery strong 2021, Waters achieved salesrevenue growth of 18%7% as reported and 16%12% on a constant currency basis¹ in 2022, with an adjusted operating margin of 30.2%. The revival ofWaters’ shareholders continued to benefit from our resilient core businesscontinued top-quartile total shareholder returns in 2022, which outperformed the broader market and strong operational results drove Waters’ stock price outperformance against life science tools peers in a year of negative equity market performance. We continued to drive innovation particularly in our mass spectrometry portfolio. We also earned recognition for our environmental, social and governance efforts, with a top score on the S&P 500 Health CareHuman Rights Campaign Corporate Equality Index and recently ranked in the S&P 500 Index.Top 5 on Barron’s Most Sustainable Companies List.

At our core, we use science to improve human health and well-being. We brought additional focusenable scientists to make sure medicines and vaccines are safe, our researchfood and innovation effortswater is pure, our car batteries don’t catch fire and the materials used in product development;products contribute to a sustainable future. We do this through continuing to strengthen our relationships with our customers, who trust our simple, yet powerful analytical instruments and informatics to produce compliant data for regulators.

We are proud of the consistent growth delivered over the past three years. We experienced an 8.5% 3-year constant currency revenue CAGR, driven by strong execution that is broad-based across our portfolio, geographies, and end markets.

We regained commercial momentum in part from our commercial initiatives since 2019, in which we:

We strengthened our leadership, refreshing the Board with outstanding leadership experience and expertise as well as investing in diversity and training. We are proud to share that two-thirds of our Executive Team is diverse by gender or ethnicity and 34% of Senior Directors and above are women, an all-time high for Waters.

We revitalized innovation through new product revenue contributions, increased 150 basis points year-over-yearintroductions especially in our mass spectrometry portfolio, including Xevo^™ TQ Absolute MS for PFAS testing and clinical diagnostics, Xevo^™ G3 QToF, MaxPeak^™ Premier Columns, TA Instruments^™ Rheometer Tooling and Software, and twowaters_connect^™ Lab Informatics Platform applications.

Finally, we continued to 15%increase our focus on our long-term strategy in the fourth quarter of 2021.high growth market segments, both organically and through collaborations with partners who have similar goals. After previously investing in Megadalton Solutions, in early 2022 we acquired their technology to apply charge detection mass spectrometry to cell and gene therapy. We also made meaningful progress against our 2025 Sustainability goalsopened the Immerse Delaware laboratory at The University of Delaware and recently published our 2021 Sustainability Report, providing greater transparencyestablished the ASEAN Academy for Bioanalysis to provide scientists and data by including detailed disclosure in line withresearchers the Sustainability Accounting Standards Board framework.

As a leader inlatest analytical instruments and informatics,software from 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.developing next-generation methods for new applications.

We drove commercial momentum throughentered 2023 with 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 MaxPeaknext-generation Alliance^™ High Performance Surfaces technology for large molecule applications, Arc^™iS High Performance Liquid Chromatography (HPLC) System and announced our agreement to acquire laser light scattering pioneer, Wyatt Technology. We look forward to welcoming Wyatt to the Waters family and sharing updates with you throughout the year as we integrate our businesses and bring 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 mattersolutions to our customers, shareholders and employees.customers.

Thank you again for your confidence, support, and investmenttrust in Waters.

TABLE OF CONTENTS

Certain of the statements in this Proxy Statement may contain “forward-looking” statements regarding future results and events. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words “feels”, “believes”, “anticipates”, “plans”, “expects”, “intends”, “suggests”, “appears”, “estimates”, “projects” and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. The Company’s actual future results may differ significantly from the results discussed in the forward-looking statements within this Proxy Statement for a variety of reasons, including and without limitation, the factors discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), as updated by the Company’s future filings with the Securities and Exchange Commission (the “SEC”). The forward-looking statements included in this Proxy Statement represent the Company’s estimates or views as of the date of this Proxy Statement and should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this Proxy Statement. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.

The Company is providing its website address in this Proxy Statement solely for the information of investors. The Company does not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this Proxy Statement as being posted on the website, into this Proxy Statement or into any of our other filings with the SEC.

WATERS CORPORATION AT A GLANCE

WHAT 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. OurWith operations in 35 countries, our 14 manufacturing facilities and more than 7,8008,200 employees provide products and services to 40,000 customers in over 100 countries via our operations in 35 countries. We generated revenue of $2.8$3.0 billion in 20212022 with a market capitalization of approximately $23$20.4 billion as of December 31, 2021.2022.

ESG AND SHAREHOLDER ENGAGEMENT AT WATERS

We commit to leave the 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

1

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 division of S&P Global. All rights reserved.3

PROPOSAL 1 — ELECTION OF DIRECTORS

WHO WE ARE

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

Our diverse Board is comprised of Directors with extensive industry experience and a broad set of skills, attributes, and backgrounds critical to providing us with strategic and operational oversight. As part of our Board’s long-standing commitment to ongoing and planned Board refreshment, we were pleased to appoint Messrs. Brennan and Vergnano to the Board in November 2022 and Mr. Fearon in March of 2023. The Board has an active search to identify new directors and is looking exclusively for female director candidates who will bring additive and complementary skills to the Board. Effective as of the Annual Meeting, the size of our Board will be reduced from 10 (ten) to eight9 (nine) Directors. As noted in last year’s proxy statement, Mr. HendricksonConard is not standing for re-election at the Company’s Annual Meeting. Mr. HendricksonConard has provided insightful strategic,thoughtful financial and operationalstrategic perspective during his tenure. The Company thanks him for his service.

As part of our Board’s long-standing commitment to steady and planned Board refreshment, Messrs. Conard and Salice intend this to be their final term on the Board. The Board has an active search underway to identify new directors. Messrs. Conard and Salice have a deep familiarity with the Company and have provided thoughtful financial and strategic perspective during their tenure.

Director Diversity & Tenure

4

Director Tenure, Experience and Skills Matrix

8

9

Required Vote and Recommendation of the Board of Directors

A nominee for director shall be elected to the Board by a majority vote (i.e., the votes cast for such nominee must exceed the votes cast against such nominee), except that directors will be elected by plurality vote at any meeting of shareholders for which the number of nominees exceeds the number of directors to be elected (a contested election). If an incumbent director fails to be re-elected by a majority vote when such a vote is required and offers to resign, and if that resignation is not accepted by the Board, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If an incumbent director’s resignation is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board. “Abstentions” and shares with respect to which a broker or representative does not vote on a particular matter because it does not have discretionary voting authority on that matter (so-called “broker non-votes”) are counted as present for the purpose of determining whether a quorum is present. Abstentions and broker non-votes will not be treated as votes cast with respect to any nominee and therefore will not have an effect on the determination of whether a nominee has been elected.

HOW WE ARE SELECTED AND ELECTED

EightNine 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 nominees 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 majority 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 existing composition of the Board.

The Nominating and Corporate Governance Committee believes that candidates for service as a Director of the Company should meet certain minimum qualifications. In October 2021, the Board amended itsThe Company’s Corporate Governance Guidelines (the “Guidelines”) and Nominating and Corporate Governance Committee Charter (“NGC(the “NGC Charter”) to clarify that when assessing candidates for Director, the Nominating and Corporate Governance Committee considers candidates’ skills, experience, and diversity (such as, and 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 Company’s independence criteria, which are part of its Guidelines and summarized below, and follow the applicable listing standards of the New York Stock Exchange.

The Company 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, 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. In addition to satisfying the requirements of the Bylaws, to comply with the SEC’s universal proxy rules, any shareholder intending to solicit proxies in support of a nominee other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 Nominating and Corporate Governance Committee. During this process, the full Board is informally apprised of the status of the search and 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.

12

Proxy Access

The Board 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 to have those individuals included in our proxy materials for that meeting.

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.

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

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

HOW WE ARE ORGANIZED

Board Leadership Structure

As stated in the Company’s Guidelines, the Board has no set policy with respect to the separation of the offices of Chairman and CEO. In 2021,2022, Dr. Batra served as President and CEO of the Company and Dr. Flemming Ornskov served as Chairman of the Board. While no written policy currently exists, the Board believes that separating the offices of Chairman and CEO facilitates an appropriate balance between strong and consistent leadership and independent and effective oversight of the Company’s business by the Board.

The Company encourages Director attendance at annual shareholder meetings but does not have a formal policy requiring attendance. All Directors attended the 20212022 annual meeting of shareholders.

Audit Committee

The Audit Committee which currently consists of Ms. Linda Baddour (Chair), Mr. Dan Brennan and Mr. Richard Fearon. Effective March 27, 2023, Mr. Fearon replaced Mr. Edward Conard, and Mr. Thomas P. Salice,who is not standing for re-election at the Annual Meeting. The Audit Committee oversees the activities of the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), and provides oversight with respect to accounting and financial reporting and audit functions. The Audit Committee meets the definition of “Audit Committee” as defined in

Committee’s functions, is available on the Company’s website at https://www.waters.com under the caption “Corporate Governance.” Each member of the Nominating and Corporate Governance Committee is independent under the applicable listing standards of the New York Stock Exchange and the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.”

Science and Technology Committee

The Science and Technology Committee which currently consists of Dr. Pearl Huang (Chair) and Messrs.Mr. Wei Jiang, andMr. Christopher A. Kuebler, and Mr. Mark P. Vergnano. In connection with his appointment to the Compensation Committee, effective as of the date of the Annual Meeting, Mr. Vergnano will no longer serve on the Science and Technology Committee. The Science and Technology Committee reviews current and emerging scientific technologies applicable to the Company’s business. Among other things, it reviews scientific technology strategies and potential investments both internally and externally and provides updates to the Board. Each member of the Science and Technology Committee is independent under the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.”

The Audit Committee held eight6 (six) meetings during the fiscal year ended December 31, 2021.2022. The Audit Committee reviewed on a quarterly basis, with members of the Company’s management team, the Company’s quarterly and annual financial results prior to the release of earnings and the filing of the Company’s quarterly and annual financial statements with the SEC. The Board has determined that each of the three current members of the Audit Committee — Ms. Baddour (Chair), Mr. Edward Conard,Dan Brennan and Mr. Thomas P. SaliceRichard Fearon — as well as the signatories of the audit committee report as of February 21, 2022,17, 2023, is an “audit committee financial expert” as defined under the applicable rules and regulations of the SEC and has “accounting or related financial management expertise” within the meaning of the New York Stock Exchange rules. Company management has primary responsibility for the financial statements and reporting processes. The Company’s independent registered public accounting firm, PwC, audits the annual financial statements and is responsible for expressing an opinion on their conformity with generally accepted accounting principles.principles (“GAAP”).

The Audit Committee has adopted the following guidelines regarding the engagement of PwC to perform non-audit services for the Company:

Company management will submit to the Audit Committee for approval a list of non-audit services that it recommends the Audit Committee engage its independent registered public accounting firm to provide from time

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2021,2022, the Compensation Committee consisted of Mr. Christopher A. Kuebler (Chair), Mr. Edward Conard Mr. Gary E. Hendrickson, and Dr. Flemming Ornskov. During 2021,2022, no member of the Compensation Committee was an officer or employee of the Company or served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as members of the Company’s Board or its Compensation Committee and no executive officer of the Company served on the compensation committee or board of directors of any entity that has one or more executive officers serving on the Company’s Board or Compensation Committee.

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, 2022.2023. 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, 20212022 and 20202021 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 20222023, but will consider the shareholder vote in selecting an independent registered public accounting firm for fiscal year 2023.2024.

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.

PROPOSAL 4 — NON-BINDING VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE

Under the Dodd-Frank Act, the Company is required to seek a non-binding advisory stockholder vote regarding the frequency of submission to stockholders of a so-called“Say-on-Pay” advisory vote as described in Proposal 3 above. The Dodd-Frank Act specifies that stockholders be given the opportunity to vote on our executive compensation program either annually, every two years or every three years. Although this vote is advisory and non-binding, our Board and the Compensation Committee will review voting results and give serious consideration to the outcome of such voting.

The Board recommends that future “Say-on-Pay” votes be conducted every year to provide stockholders with an opportunity to regularly evaluate our executive compensation program. An annual vote will provide us with regular stockholder feedback on our executive compensation program, and allow us to respond to prior voting results through the implementation of any appropriate changes to our program.

The Board asks you to consider the following resolution:

“RESOLVED, that the option for once every one, two or three years that receives the highest number of votes properly cast for this resolution will be determined to be the preferred frequency recommended by the stockholders of the Company with which the Company is to hold a non-binding, advisory stockholder vote to approve the compensation of the Company’s named executive officers, including the Summary Compensation Table and subsequent tables.”

Required Vote and Recommendation of the Board of Directors

The selection which receives the highest number of stockholder votes will be the selection of stockholders, which will be non-binding. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present but will have no effect on this proposal. 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.

25

COMPENSATION DISCUSSION AND ANALYSIS

Our Business

From the everyday consumer to scientists in the laboratory, we all rely on accurate information to make critical decisions. Waters Corporation is the world’s leading specialty measurement company focused on improving human health and well-being through the application of high-value analytical technologies and industry leading scientific expertise.

Waters has continually pioneered chromatography, mass spectrometry, and thermal analysis innovations. Whether it’s discovering new pharmaceuticals, assuring the safety of the world’s food and water supplies, or ensuring the integrity of a chemical entity in production, we are constantly working with our 40,000+ customers to change the world.

With a global workforce of over 7,800more than 8,200 employees worldwide, Waters operates directly in over 35 countries, including 14 manufacturing facilities, with products available in more than 100 countries. Our diverse organization is well-positioned to deliver results through innovations that enhance human health and well-being.

Our Performance

The COVID-19 pandemic continues to be fluid, creating uncertainties and risks across the global economy. The Company continues to actively manage its business to respond to the impact of the pandemic. The Company has also implemented rigorous protocols to promote a safe work environment at all locations that are operational around the world and continues to closely monitor and update its multi-phase process for the safe return of employees to their physical workplaces.

Despite the impact of the pandemic, the Company produced strong financial results in 2021. In 2021,2022, the Company delivered 18%7% and 16%12% revenue growth as reported in conformity withon a GAAP basis and on a non-GAAP basis, respectively, as compared to 2020,2021. This increase was driven by broad growth across our end-markets and regions, with growthgeographies, led by our instruments and also driven by our recurring revenue products.instrument sales growth. Our operating income for 20212022 increased 27%6% and 20%7% on a GAAP and non-GAAP basis, respectively, as compared to 2020 while our2021. Our net income increased by 33%2% and 23%4% on a GAAP and non-GAAP basis, respectively, as compared to 2020.2021. A reconciliation of GAAP to non-GAAP constant currency revenue, operating income and net income can be found in the press release filed with the Form 8-K filed by Waters dated February 15, 2023 or on the Company’s website.

Waters is committed to a highly disciplined and balanced approach with our capital deployment strategy in order to maximize value to shareholders. Our priorities are investing for growth, maintaining balance sheet strength and flexibility, and returning capital to shareholders, along with a focus on deploying capital to well thought-out, attractive, adjacent growth opportunities.

OverAfter experiencing a 51% increase in our stock price in 2021, our shareholders experienced an 8% decline in our stock price in 2022. Despite this decline, Waters stock price significantly outperformed the shortS&P 500 Index and long term,the average performance of its peers (NYSE Composite and SIC Code Indices), as the U.S. equity markets broadly declined in 2022. For a comparison of our five-year total shareholder return (“TSR”), please see the above section of this Proxy Statement “— Waters Corporation At A Glance — How We Are Doing”. Moreover, Waters has consistently delivered value to shareholders. Our shareholders experienced substantial returns in 2021, with our stock price up 51% forover the year.long term. For the three-, five- and ten-year periods ending on December 31, 2021,2022, our stock yielded a 98%47%, 177%77% and 403%293% return on an investment made on December 31, 2018,2019, December 31, 2016,2017, or December 31, 2011,2012, respectively.

The following graph compares the cumulative total return on $100 invested as of December 31, 2016 through December 31, 2021 in the Company’s common stock, the NYSE Market Index, the SIC Code 3826 Index, and the S&P 500 Index.

2022 CEO Compensation Design

The 20212022 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(assuming target performance for PSUs)) for 20212022 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”)TSR relative to peers and our 3-yearthree-year non-GAAP constant currency revenue growth and stockgrowth. 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 20212022 results are described in more detail below.

20212022 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 2022 (and 2021 (andand 2020, and 2019, in the case of PSUs).

28

*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.

COMPENSATION PHILOSOPHY, GOVERNANCE, AND PAY PRACTICES

Philosophy and Objectives of Waters’ Executive Compensation Program

Waters’ executive compensation program is intended to be both performance-based and market-competitive, with an emphasis on short- and long-term variable performance-based compensation. The objectives of the Company’s executive compensation program are as follows:

The Company’s executive compensation program is designed to motivate and reward executives for sustained high levels of achievement of the Company’s financial and operating objectives. In conjunction with our philosophy of emphasizing performance-based compensation, base salaries are generally targeted at or below the market median (determined as described below), with actual base salaries varying based on the performance, tenure, experience, and contributions of the executive officer, and target annual incentive awards are positioned to be at or slightly above the market median, with annual performance targets under these awards based on challenging operational and financial goals. In the aggregate, these two annual compensation components provide a target total cash compensation opportunity that approximates the median of the market. We believe that the structure of our total annual cash compensation effectively aligns our executives’ interests with those of our shareholders’shareholders by placing an appropriate emphasis on the achievement of annual financial and operating objectives.

For longer-term alignment of the interests of our executives and shareholders, the Company grants annual LTI awards to executives, generally consisting of stock options and PSUs. The Company also grants RSUs from time to time, including in 2021, generally in connection with new hire and promotion grants that are outside our annual LTI granting process. Stock options provide value to the executive only if the Company’s stock price increases over time and PSUs will only be earned and vest partially based on the Company’s TSR as compared with a pre-established comparator group of companies and beginning in 2020,partially if the Company exceeds pre-established non-GAAP constant-currency constant currency revenue growth goals, in each case, over a three-year performance period. The grant date value of annual LTI awards is generally targeted to be at the market median.median (determined as described below). The Compensation Committee, however, retains discretion to grant awards with grant date values either below or above the market median based on the executive’s performance, role, and grant size relative to other executives. RSUs for new hires and promotions generally vest over a three- to five-year period and encourage retention. Stock options and PSUs, which vest over a five-year period and three-year period, respectively, also serve as valuable retention tools. To further align with our executives’ interests with those of our shareholders, PSUs also have a two-year post-vesting holding period requirement for the Chief Executive Officer position and a one-year post-vesting holding period requirement for all other executives.executive officers.

In addition to the philosophy and structure of the executive compensation program as described above, the Compensation Committee also considers, as appropriate, the compensation practices for all Waters employees in reviewing the compensation for our named executive officers.

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 in the section entitled “— Elements of Executive Compensation.”

Stock Ownership Guidelines

In order to closely align their interests with those of the Company’s shareholders, the Company has minimum stock ownership guidelines for our 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 GovernanceCompensation 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 RSUs and vested “in-the-money” stock options granted by the Company to such executives or Directors apply toward the satisfaction of the guidelines. Unvested PSUs are not applied toward the satisfaction of stock ownership guidelines.

Dr. HydeUdit Batra joined the Company in September 2020 and has until September 2023 to meet the requirements of the ownership guidelines. Mr. Amol Chaubal joined the Company in January and May 2021 respectively, and havehas until 2026 to meet the requirements of the ownership guidelines. Dr. Huang and Mr. Jiang were appointed to the Board 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. Silveira, who was not serving as an executive officer

31

atownership guidelines. Mr. Brennan and Mr. Vergnano were appointed the endBoard effective November 2022 and have until 2027 to meet the requirements of 2021)the ownership guidelines. Mr. Fearon was appointed to the Board effective March 2023 and has until 2028 to meet the requirements of the ownership guidelines. All of our named executive officers and current Directors have satisfied the requirements of the ownership guidelines, except for Drs. Batra and Huang and Messrs. Brennan, Chaubal, andFearon, Jiang and Drs. Huang and Hyde.⁴Vergnano, who are each within their initial compliance periods as noted above.

Recoupment Policy

The Company has adopted a Recoupment Policy for cash incentive awards paid to current or former executive officers under the Company’s AIP. Under this policy, if any executive officer engaged in misconduct that resulted in a restatement of financial results, the Board or an authorized committee, such as the Compensation Committee, if it is determined appropriate, could seek reimbursement of the portion of AIP awards impacted by the event. The Company will review and, as necessary, amend or replace the Recoupment Policy to be in full compliance with the requirements of the Dodd-Frank Act, when final SEC rules are adopted with respect to the Dodd-Frank Act’s compensation recoupment provisions.and applicable listing standards.

COMPENSATION SETTING PROCESS

Competitive Market Assessment

Competitive market data is an important factor used by the Compensation Committee in determining the amount of each element of compensation for our named executive officers. The Compensation Committee utilizes Pearl Meyer to provide advice and analysis on the structure of our executive compensation program as well as competitive data on base salary, total cash compensation, and long-term incentives. Pearl Meyer prepares this competitive assessment annually for the Compensation Committee. The Compensation Committee reviews the target total direct compensation of each named executive officer, which includes base salary, target annual incentive award and the grant date value of the LTI awards. The Compensation Committee also reviews each named executive officer’s total compensation opportunity to ensure that it contains an appropriate level of performance-based compensation and is designed to meet the overall objectives of our executive compensation program. The Compensation Committee considers a range of factors in determining the amount of each compensation element for each named executive officer. The range of factors includes Company performance, individual performance and experience, competitive market data, hiring and retention needs, scope of responsibility, and an individual’s potential for making future contributions to the Company.

Pearl Meyer and the Compensation Committee utilize a core industry peer group of 17 publicly traded companies in the life sciences and analytical instrument industry with generally similar revenues and market capitalization as Waters.

The industry peer group used for 20212022 executive compensation decisions was comprised of the following companies.

32

Each year, Pearl Meyer evaluates the peer group for its continued appropriateness for external executive compensation comparisons based on the primary selection criteria of similarity in industry, products and services,

Base Salary

The base salaries for the CEO and other named executive officers are reviewed annually by the Compensation Committee. Consistent with the compensation practices established for all Company employees, the individual salaries for the CEO and named executive officers are determined based upon a combination of factors, including past individual performance and experience, Company performance, scope of responsibility, historical base salary levels (in the case of new hires), an individual’s potential for making contributions to future Company performance, and annual base salary increase guidelines. The Compensation Committee considers all these factors in determining base salary and base salary increases and does not assign a specific weighting to any individual factor.

Assessment of Base Salary and Promotional Increases

In addition to considering the factors listed above, the Compensation Committee also considers the competitive market position of each named executive officer’s base salary. BaseAny base salary increases are generally approved by the Compensation Committee during February.in February of each year. The competitive assessments completed by Pearl

Based on Pearl Meyer’s market assessment of the overall environment for base salary increases and in a manner consistent withto further our objective of targeting at or below the 50th percentile of market for named executive officers. Dr. Batra did not receive aofficers’ base salaries, the Compensation Committee increased the base salary increasefor each of our named executive officers in 2021 because he joined the Company in September 2020 and the market data did not change significantly between his hire date and February 2021. The base salaries for Mr. Chaubal, Ms. Bennett and Dr. Hyde, who joined the Company in May, April and2022, effective as of January 2021, respectively, are described in more detail above and were determined using the same factors1, 2022, as other executives, in addition to analysis of their then-current base salaries. Based on a market analysis conducted by Pearl Meyer and in recognition of his new role as Senior Vice President, Waters Division, Mr. Pratt received a base salary increase of 34% in 2021 in connection with his promotion and to better position him relative to the median of comparable roles in the market. In compensation for his additional responsibilities as Interim CFO from January through May 2021, Mr. Silveira received a stipend of $55,800 in addition to his regular base salary. This stipend was based on market analysis conducted by Pearl Meyer.follows:

Annual Incentive

The Compensation Committee periodically reviews the Company’s AIP with Pearl Meyer. The objectives of this review are to consider the alignment of this plan with Waters’ compensation philosophy and emphasis on pay-for-performance and to review the performance metrics and goals utilized under the plan to ensure they provide the best ongoing motivators for our executives and other key employees to execute our business strategy and create shareholder value.

20212022 Annual Incentive Plan

The AIP is the short-term incentive plan for our named executive officers, other executives, and other key employees. The payouts under the 20212022 AIP for our CEO and Senior Vice Presidentsother named executive officers were based upon the achievement of non-GAAP constant-currency constant currency revenue growth goals (weighted 50%) and non-GAAP net income growth goals (weighted 50%). The payouts under the 2021 AIP for Vice Presidents were based upon the achievement of non-GAAP constant-currency revenue growth goals (weighted 50%) and non-GAAP operating income growth goals (weighted 50%). The Compensation Committee’s view is that using a constant-currencyconstant currency revenue growth metric reinforces the Company’s belief that revenue growth drives our overall success and enables us to continue to invest in future growth and innovation and that the non-GAAP net income and non-GAAP operating income growth metrics (weighted at 50%) incentivizemetric incentivizes operational results and reflectreflects the on-goingongoing operational efforts of our executives and other employees.

The AIP also incorporates an individual performance modifier toin its plan design, which allows the Compensation Committee to distinguish an individual’s contribution to the overall results achieved against the pre-established corporate performance goals, by increasing or decreasing an individual’s payout by up to 50%, while maintaining specific, measurable objectives. The individual performance modifier permits the Compensation Committee to better recognize individual performance that contributed to our overall results in an amount up to the 200% of target maximum payout cap under the AIP.

Assessment of 20212022 Annual Incentive Plan

Target annual incentive bonuses for each named executive officer under the AIP are based on a percentage of the executive’s base salary, as follows: Dr. Batra (125% of base salary), Messrs. Chaubal and Pratt and Ms. Bennett (75% of base salary), Dr. Hyde and Ms. Aleman (65% of base salary) and Mr. Silveira (50% of base salary), with actual bonuses determined based on performance against goals established by the Compensation Committee.

A summary of our 20212022 AIP payout structure as a percentage of theour named executive officer’s base salary is described in the table below.

For 2021,2022, payouts under the AIP for Drs. Batra and Hyde, Messrs. Chaubal and Pratt and Ms. Bennett were based upon the achievement of a non-GAAP constant-currency constant currency revenue growth goal (weighted 50%) and a non-GAAP net income growth goal (weighted 50%). Payouts underPrior to the 2021 AIP for Mr. Silveira were based upon the achievementapplication of a non-GAAP constant-currency revenue growth goal (weighted 50%) and a non-GAAP operating income growth goal (weighted 50%). Inany individual performance modifier, as described below, in order to receive a payout equal to 100% of the executive’s target annual bonus, the Company has to achieve 100% of the target performance goals established for the year. Threshold performance for any metric results in a payout equal to 50% of theour named executive officer’s target annual bonus related to that metric, and below threshold performance for any metric results in no payout related to that metric. In 2021,2022, the maximum payout opportunities were 200% of target. The Compensation Committee believes that this maximum payout opportunity is consistent with the Company’s philosophy to position total target cash compensation at the median of the market and to provide the opportunity for greater reward for overachievement of challenging performance goals. As discussed in detail below, the Compensation Committee establishes annual performance goals which are intended to be challenging but achievable if Company performance is strong.

In 2021,2022, the Compensation Committee utilized non-GAAP constant-currency constant currency revenue growth and non-GAAP net income (or non-GAAP operating income for Mr. Silveira) growth as performance metrics under the AIP for our named executive officers. Use of a non-GAAP constant-currency constant currency revenue growth goal supports the Company’s belief that revenue growth drives our overall success and enables us to continue to invest in future growth and innovation. The non-GAAP constant-currency constant currency revenue growth goals are based on revenue reported in accordance with GAAP but measuresmeasure the change in net revenue between two periods, without taking into account the impact of foreign currency exchanges rates during the period. Use of a non-GAAP net income (or non-GAAP operating income) growth goal promotes executive team alignment, focuses the executive team on operational efficiencies and profitable growth, provides a long-term perspective among executives, and drives long-term shareholder value. The non-GAAP net income (or non-GAAP operating income) growth goals are based on the Company’s net income or operating income reported in accordance with GAAP respectively, but adjusted to exclude certain charges and credits, net of tax, (or pre-tax for operating income), including, but not limited to, purchased intangibles amortization, acquired in-process research and development, restructuring costs and certain other items, pension costs, litigation provisions, and certain income tax items. The Company considers these items not directly related to ongoing operations and performance and therefore excludes them from the performance goals set under the AIP. A reconciliation of GAAP to non-GAAP constant-currency constant currency revenue net incomegrowth and operatingnet income can be found in the press release filed with the Form 8-K filed by Waters dated February 1, 202215, 2023 or on the Company’s website.

The performance goals required for payout under the 20212022 AIP are outlined in the table below.

The performance goals achieved, as detailed above, yielded funding of 141% of target for the non-GAAP revenue growth in constant currency metric, 172% of target for the non-GAAP net income growth metric and 158% of target for the non-GAAP operating income growth metric. The total AIP funding for Drs. Batra and Hyde, Mr. Chaubal and Pratt and Ms. Bennett were 157% of target before applying the individual performance modifier. The total AIP funding for Mr. Silveira was 150% of target before applying the individual performance modifier.

Following the end of the year, the Compensation Committee determined the percentage of target bonus earned based on Company performance and the individual performance modifier for each named executive officer. The Compensation Committee considered the performance of each named executive officer during 20212022 and approved the individual performance modifiers set forth below to recognize the individual contributions of each named executive officer. The individual performance modifier, which could range between 50% and 150%, was then multiplied by the bonus earned based on Company performance to determine the actual bonus payout.

The performance levels achieved, as detailed above, yielded funding of 182% of target for the non-GAAP revenue growth in constant currency metric and 81% of target for the non-GAAP net income growth metric. The total AIP funding was 132% of target before applying the individual performance modifier. The target bonus opportunity, individual performance modifier earned, actual bonus achieved as a percentage of base salary and as a percentage of target bonus opportunity, and the actual bonus paid for 20212022 are outlined in the table below.