April 14, 202212, 2024

Dear Shareholders,

Thank you for placing your trustbeing a part of our journey. This past year, we maintained strong commercial execution, introduced innovative new products, and made substantial progress in Waters.our higher growth adjacent markets. I also wantwould like to thankextend my colleaguessincere appreciation to our dedicated employees who representstrengthened the company with their indomitable spirit of Waters and stayedcollaboration.

We focused on supporting our customers while balancing the uncertainties introduced bystrong operational excellence to finish 2023 with a pandemic, rising inflation –solid performance despite diminished Biotech funding, slowed capital spending, increased geopolitical tensions, and more recently, heightened geopolitical tensions.

In 2021a weakened economy in China. Waters achieved salesrevenue growth of 18% as reporteddeclined 0.5% and 16%2%ⁱ on aan organic constant currency basis in 2023, with an adjusted operating margin of 30.2%30.9%ⁱ. The revivalWaters shareholders experienced above-average total shareholder returns with a 4% decline in Waters TSR for the year, outpacing the peer average and leading among those with a higher instrument revenue mix. We launched several innovative products to address the needs of our resilient core businesscustomers across our portfolio of technologies. We also continue to be recognized for our environmental, social and strong operational results drove Waters’ stock price outperformance against life science tools peers,governance efforts with industry accolades. We received another top score on the S&P 500 Health CareHuman Rights Campaign Corporate Equality Index and earned a spot on the S&P 500Dow Jones Sustainability Index. We brought additionalare proud that our Board was named 2024 “Public Company Board of the Year” by the National Association of Corporate Directors (NACD) New England Chapter.

At our core, we use science to improve human health and well-being. We relentlessly focus on solving problems that matter by bringing complementary capabilities and deep scientific expertise to our researchcustomers’ greatest challenges. From identifying PFAS in food and innovation efforts in product development; our product vitality index, a measurewater to advancing early disease detection to ensuring safety and efficiency of new product revenue contributions, increased 150 basis points year-over-yearenergy storage, we strive to 15% insimplify the fourth quarter of 2021. We also made meaningfulpath to 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 partnersso that, together with our customers, aroundwe can accelerate the world to ensure the efficacy and qualitybenefits of medicinespioneering science.

Three years ago, 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 hasinitiated 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:with three primary goals:

Since we started our transformation, we have been pleased with our continued strong commercial execution and progress on our commitments, which has resulted in a three-year organic constant currency revenue CAGR of 9%ⁱ through 2023.

We strengthened execution through strong operational performance as well as our commercial initiatives, in which we:

We strengthened our leadership team, adding key talent with experiencerevitalized innovation and made significant strides to build upon Waters deep expertise in commercial execution, M&Atechnology, science, and technical expertise. Our Innovation Board, with leaders from R&D, business developmentcustomer relationships over the past few years. We launched several new products in 2023, including Alliance^™ iS HPLC System, Xevo^™ TQ Absolute IVD System, Battery Cycler Microcalorimeter Solution, DynaPro^™ ZetaStar^™ Instrument, XBridge^™ Premier GTx BEH^™ SEC Columns, OligoWorks^™ SPE Workflow and marketing, is also re-building our focus, urgencyKits, waters_connect^™ System Monitoring, and accountability by identifying unmet needs in the markets we serve, assessing technology proofs of concept, and monitoring the execution of top programs.Bioprocess Walk-Up Solutions.

Finally, we alignedcontinued to invest and expand into adjacent, high-growth markets where our business model of solving problems in downstream, regulated applications can be deployed. For bioseparations and bioanalytical characterization, we made organic investments, launched new products, and deployed capital to M&A with our acquisition of Wyatt Technology LLC in May 2023. For diagnostics, we invested in our Clinical business and added workflows for specialty applications of mass spectrometry, which transformed related revenue growth from low to mid-single-digits to double-digits in 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 increasedpast several years. Finally, our focus in 2021 on faster-growing adjacent markets, wherebatteries is yielding strong results, with significant growth driven by new innovations for our battery customers; revenues from battery applications exceed 10 times 2019 levels.

As a result of our transformation over the past few years, we want to applyhave made tremendous progress strengthening execution, revitalizing innovation, and executing 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.

long-term strategy. As we look ahead, I am excited about the significant opportunities for growth as we continue 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 unlockaccelerate the potentialbenefits of science by solving problems that matter to our customers, shareholders and employees.pioneering science.

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, 2023 (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. Our 14 manufacturing facilities and more than 7,800 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 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 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

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. Effective as of the Annual Meeting, the size of our Board will be reduced to eight Directors. Mr. Hendrickson is not standing for re-election at the Company’s Annual Meeting. Mr. Hendrickson has provided insightful strategic, financial and operational 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. Conarda female director candidate who will bring additive and Salice havecomplementary skills to the Board. The Company believes that the decision-making of the Board of Directors is enriched when multiple viewpoints contribute to the discussion of matters within its purview. Creating a deep familiarityBoard with diverse membership is important to the Company and have provided thoughtful financialthe Board is committed to this objective.

Director Diversity & Tenure and strategic perspective during their tenure.

Director DiversityCommittee Composition

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Director Tenure, Experience and Skills Matrix

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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), at any meeting of shareholders for the election of directors at which a quorum is present, except that directors will be elected by a plurality vote at any meeting of shareholders forthe votes cast in a contested election. A “contested election” is one in which the numberSecretary of nominees exceeds the numberCompany receives a notice that a shareholder intends to nominate one or more persons for election to the Board in purported compliance with the Bylaws and such nomination notice has not been subsequently withdrawn or on prior to the tenth day before the notice of directors to be elected (a contested election).meeting is first mailed. 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. The Nominating and Corporate Governance Committee strives to maintain an appropriate balance of tenure, skills, experience and diversity, with our average director tenure being approximately seven years. The Board does not maintain term limits, and, in 2024, the Board amended the Guidelines to remove the mandatory retirement age for directors, as the Board believes that continuity of service can provide stability and valuable insight. Candidates should also 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 Nominating and Corporate Governance Committee also seeks to ensure proper engagement from each of the Directors and effective functioning of the Board. The Company’s Guidelines provide that a Director may serve on other public company boards so long as such Director is able to devote the time necessary to properly discharge his or her duties and responsibilities to the Board, except that no director may serve simultaneously on the audit committees of more than three public companies (including the Company) unless the Board first has determined that such simultaneous service would not impair the ability of such member to serve on the Board’s Audit & Finance Committee. The Company does not impose specific thresholds on the number of other public company boards its Directors may serve on as the Company believes such thresholds are arbitrary and do not permit the Board to review the facts and circumstances involved in a particular Director’s decision to serve on the board of more than one public company.

The Company has a process for identifying and selecting candidates for Board membership. Initially, the Chairman,Chair, 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

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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,Chair, 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.

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.

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,December 2023, 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.and February 2024. 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.comhttps://ir.waters.com/corporate-citizenship/governance-documents/default.aspx and are available in print upon written request to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757.

✓ Human Capital Management

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

✓ Director Orientation and Ongoing Director Education

Our Board, with management support, hosts a director orientation program for new directors. The Board also administers a twice-yearly director education program, whose topics are overseen by the Board’s Nominating and Corporate Governance Committee.

✓ Board and Committee Oversight of ESG

Our Board has delegated oversight of the Company’s ESG policies and practices to its Nominating and Corporate Governance Committee, which reports out to the Board at least annually.

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

confidential reporting tool to report concerns. All of the foregoing documents are available on the Company’s website at https://www.waters.comir.waters.com/corporate-citizenship/governance-documents/default.aspx under the caption “Corporate Governance”“Governance Documents” 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

Compensation-Related Risk

The Compensation Committee conducted a review to determine if any of the Company’s compensation plans or practices would be reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed various components and aspects of the Company’s compensation plans and practices, including their size, scope, and design. The Compensation Committee also reviewed whether the compensation plans and practices promote unnecessary risk-taking and the policies in place to mitigate risk associated with these plans. The review included an assessment of design features that could encourage excessive risk-taking and the potential magnitude of such risks, including design features such as a short-term oriented pay mix, overly aggressive goal setting, and over-weighting of annual incentives as compared to long-term incentives. The policies that exist to mitigate compensation-related risk include, among others, (1) the Company’s Recoupment Policy;recoupment policies; (2) stock ownership guidelines for executive officers; (3) a five-year vesting period for stock options and three- to five-year vesting periods for RSU’s;RSUs; (4) a three-year performance period and a maximum payout cap for performance shareperformance-based restricted stock units (“PSU”PSUs”); (5) a prohibition on hedging; (6) a required post-vesting holding period for PSUs; and (7) the independent oversight of compensation programs by the Compensation Committee, with input from an independent compensation consultant. In addition, several features of the Company’s annual incentive plan (the “AIP”) mitigate compensation-related risk, including the use of payout caps, a clear link between payouts under the plan and the Company’s financial performance, and the Compensation Committee’s oversight in determining payouts under the plan. Based on this review, the Compensation Committee and the Company do not believe that there are any compensation-related risks arising from the Company’s compensation plans and practices that would be reasonably likely to have a material adverse effect on the Company.

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 ChairmanChair and CEO. In 2021,2023, Dr. Flemming Ornskov served as Chair of the Board and Dr. Batra served as President and CEO of the Company and Dr. Flemming Ornskov served as Chairman of the Board.Company. While no written policy currently exists, the Board believes that separating the offices of ChairmanChair and CEO facilitates an appropriate balance between strong and consistent leadership and independent and effective oversight of the Company’s business by the Board.

Dr. Batra, provided the Compensation Committee with his assessment of the performance of the Company and the other named executive officers, who were then employed, and made compensation recommendations for such other named executive officers. The Compensation Committee, however, makes all final decisions with respect to the compensation of the CEO and the other named executive officers. No named executive officer makes any decision or recommendation to the Compensation Committee on any element of his or her own compensation.

DIRECTOR MEETINGS AND BOARD COMMITTEES

Meetings

The Board held six (6)10 (ten) meetings during the year ended December 31, 2021.2023. 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 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” above. The Board meetings held in 20212023 included sessions on strategy; innovation; enterprise risk management; cybersecurity; annual operating plan; enterprise risk management; talent review, diversity,review; diversity; succession; and succession; strategy; and innovation.ESG.

During 2021, all2023, eight of the of the Company’s nine current Directors attended 100% of the meetings of the Board held during the period for which he or she was a Director.Director; the remaining Director attended 90% of the Board’s meetings held during their term. During 2021,2023, each of the Company’s current Directors attended at least 75% of the meetings of the committees on which he or she served. During 2021,2023, the Audit & Finance Committee met eight (8)8 (eight) times, the Compensation Committee met three3 (three) times (3) and the Nominating and Corporate Governance Committee met three (3)3 (three) times. In addition, during 2021,2023, the now dissolved Finance Committee met five (5)2 (two) times and the Science and Technology Committee met three (3)2 (two) times.

The Company encourages Director attendance at annual shareholder meetings but does not have a formal policy requiring attendance. All Directors attended the 20212023 annual meeting of shareholders.

Audit & Finance Committee

The Audit & Finance 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 did not stand for re-election at the Annual Meeting. The Audit & Finance 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.functions, as well as cybersecurity risk. The Audit & Finance Committee meets the definition of “Audit Committee” as defined in

Company such responsibilities of the Committee as may be permitted by applicable laws, rules or regulations, in each case in accordance with the listing standards set forth by the NYSE. The Compensation Committee’s charter is available on the Company’s website at https://www.waters.comir.waters.com/corporate-citizenship/governance-documents/default.aspx under the caption “Corporate Governance.“Governance Documents.” Each member of the Compensation 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.”

Finance Committee

The Finance Committee, which currently consists of Mr. Edward Conard (Chair), Ms. Linda Baddour, and Mr. Thomas P. Salice, oversees the Company’s financial activities and financial condition. Among other things, it reviews and makes recommendations to the Board with respect to financing plans and strategies, investment policies, and capital markets activities. Each member of the Finance Committee is independent under the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee which currently consists of Dr. Flemming Ornskov (Chair), Dr. Pearl Huang and Mr. ThomasMark P. Salice,Vergnano. The Nominating and Corporate Governance Committee oversees, among other things, the Company’s ESG policies, practices and publications as well as the recruitment and Board composition and recommendation of candidates for the Board. The Nominating and Corporate Governance Committee may, as it deems appropriate, consider any candidates suggested by the shareholders of the Company. The Nominating and Corporate Governance Committee also develops and recommends to the Board the Guidelines for the Company. The NGC Charter, which sets forth all of the Nominating and Corporate Governance Committee’s functions,Committee charter is available on the Company’s website at https://www.waters.comir.waters.com/corporate-citizenship/governance-documents/default.aspx under the caption “Corporate Governance.”“Governance Documents”. 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, and Mr. Christopher A. Kuebler,Kuebler. 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.”

President, Internal Audit and Chief Compliance Officer and PwC regarding the Company’s compliance with Section 404 of the Act. On February 21, 2022,20, 2024, the Company’s Vice President, Internal Audit and Chief Compliance Officer and PwC reported to the Audit & Finance Committee that no material weaknesses had been identified in the Company’s internal control over financial reporting as of December 31, 2021.2023.

The Board has adopted a written charter setting out more specifically the functions that the Audit & Finance Committee is to perform. The charter is reviewed on an annual basis by the Audit & Finance Committee and the Audit & Finance Committee is advised as to any corporate governance developments which may warrant charter amendments. The charter is available on the Company’s website at https://www.waters.comir.waters.com/corporate-citizenship/governance-documents/default.aspx under the caption “Corporate Governance.”“Governance Documents”. A discussion of the Audit & Finance Committee’s role in risk oversight can be found under the heading “— Risk Oversight — Board’s Role in Risk Oversight Generally” above.

As stated in its charter, the Audit & Finance Committee is tasked with, among other things, reviewing with management the Company’s guidelines and policies with respect to its approach to risk assessment and risk management. In addition, major financial risk exposures and means of monitoring and controlling these exposures, is to be discussed with management.

The Audit & Finance Committee held eight8 (eight) meetings during the fiscal year ended December 31, 2021.2023. The Audit & Finance 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 & Finance 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, 2022,20, 2024, 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 & Finance 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 & Finance Committee for approval a list of non-audit services that it recommends the Audit & Finance Committee engage its independent registered public accounting firm to provide from time

3. It has received from PwC written disclosures and a letter required by the applicable requirements of the PCAOB regarding PwC’s communications with the Audit & Finance Committee concerning independence, and has discussed with PwC its independence;

4. It has considered whether, and determined that, the provision of non-audit services to the Company by PwC as set forth below, was compatible with maintaining auditor independence; and

5. It has reviewed and discussed with PwC its internal quality control procedures, and any material issues raised by the most recent internal quality control review, or peer review, or by any inquiry or investigation by governmental or professional authorities within the preceding five years.

Based on the items reported above, on February 21, 2022,20, 2024, the Audit & Finance Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 for filing with the SEC. The recommendation was accepted by the Board on February 22, 2022.23, 2024.

Ms. Linda Baddour (Chair)    Mr. John M. Ballbach³Dan Brennan    Mr. Gary HendricksonRichard Fearon

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2021,2023, the Compensation Committee consisted of Mr. Christopher A. Kuebler (Chair), Mr.Messrs. Edward Conard, Mr. Gary E. Hendrickson,Mark P. Vergnano and Dr. Flemming Ornskov. Mr. Conard resigned from the Board and its committees in May 2023. During 2021,2023, 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 & Finance 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, 2022.2024. In accordance with a vote of the Audit & Finance 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, 20212023 and 20202022 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 & Finance 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 & Finance 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 & Finance Committee does not intend to change the appointment for fiscal year 20222024, but will consider the shareholder vote in selecting an independent registered public accounting firm for fiscal year 2023.2025.

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.

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 healtha global leader in analytical instruments and well-being through the application of high-value analytical technologiessoftware, has pioneered innovations in chromatography, mass spectrometry and industry leading scientific expertise.thermal analysis serving life, materials and food sciences for more than 65 years.

Waters has continually pioneered chromatography, mass spectrometry, and thermal analysis innovations. Whether it’sit is 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 7,800approximately 7,900 employees worldwide, Waters operates directly in over 35 countries, including 1415 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 uncertaintiesIn 2023, the Company’s revenue declined 1% 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, the Company delivered 18% and 16% revenue growth as reported in conformity with GAAP and2%ⁱ on a GAAP basis and adjusted non-GAAP organic constant currency basis, respectively, as compared to 2020, driven by2022. The year saw broad market weakness, particularly in China, and constrained customer capital expenditure for instruments globally. However, Waters’ strong focus on execution resulted in organic constant currency sales growth across most major regions outside of China for the year, as well as on-track revenue contribution from the 2023 Wyatt acquisition, which contributed 3% to revenues on a GAAP basis. Despite weak market conditions and headwinds from volume and inflationary costs, our end-marketsgross margin percentage and regions, with growth ledadjusted operating margin percentage expanded for the year. Our net income decreased by our instruments9% and also driven by our recurring revenue products. Our operating income for 2021 increased 27% and 20%3% on a GAAP and adjusted non-GAAP organic basis, respectively, as compared to 2020 while our2022. Adjusted non-GAAP organic constant currency revenue and adjusted non-GAAP organic net income increased by 33%are financial measures that are not prepared in accordance with GAAP. Appendix A to this Proxy Statement defines these and 23% on aother adjusted non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP and non-GAAP basis, respectively, as compared to 2020.financial measures.

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, maintainingWaters does this by continuing to maintain a strong balance sheet, strengthaccess to liquidity, and flexibility,a well-structured debt maturity profile This allows us to prioritize investing in growth, M&A and returning capital to shareholders, along withshareholders. We continue to evaluate M&A opportunities that meaningfully accelerate value creation.

Waters stock experienced a focus on deploying capital to well thought-out, attractive, adjacent growth opportunities.

Over4% decline in total shareholder return in 2023, better than the short and long term,peer average. 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, 2021,2023, our stock yielded a 98%33%, 177%75% and 403%229% total shareholder return on an investment made on December 31, 2018,2020, December 31, 2016,2018, or December 31, 2011,2013, 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.

2023 CEO Compensation Design

The 20212023 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 20212023 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 adjusted non-GAAP organic constant currency revenue and adjusted organic net income performance goals, while the PSUs are based on our total shareholder return (“TSR”)TSR relative to peers and our 3-yearthree-year adjusted 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 20212023 results are described in more detail below.

20212023 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 20212023 (and 20202022 and 2019,2021, in the case of PSUs).

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

The Company generally uses adjusted 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. Appendix A to this Proxy Statement defines the following adjusted non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures.

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. HydeMs. Bennett and Mr. Chaubal joined the Company in JanuaryApril 2021 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 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 officerBrennan and Mr. Vergnano were appointed to the Board effective November 2022 and

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athave until 2027 to meet the endrequirements of 2021)the ownership guidelines. Mr. Fearon was appointed to the Board effective March 2023 and currenthas until 2028 to meet the requirements of the ownership guidelines. Dr. Batra did not meet the requirements of the ownership guideline as of December 31, 2023, primarily due to the drop in stock price since the beginning of 2023. Dr. Batra has met the requirement of the ownership guidelines after the March 2024 vesting of the PSUs that were granted in February 2021, as described below. Ms. Bennett and Messrs. Brennan, Chaubal, Fearon, and Jiang have not yet satisfied the requirements of the ownership guidelines but are each within their initial compliance periods as noted above. Our other Directors, Ms. Baddour, Drs. Huang and Ornskov and Messrs. Kuebler and Vergnano, have satisfied the requirements of the ownership guidelines, except for Messrs. Chaubal and Jiang and Drs. Huang and Hyde.⁴guidelines.

Recoupment Policy

TheIn 2023, the Company has adopted a Recoupment Policymandatory recoupment policy for cashperformance-based 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 adoptedand applicable listing standards. Under this policy, if the Company is required to prepare an accounting restatement of its financial results due to noncompliance with respectreporting requirements under securities laws, the Compensation Committee will require reimbursement of any overpayment of performance-based incentive awards for the previous three fiscal years, as specified in the policy.

In October 2023, the Company also amended and restated its previous discretionary recoupment policy for cash incentive compensation paid to current or former Company executive officers. Under this amended and restated policy, if the Board (or an authorized committee thereof, such as the Compensation Committee) determines that (i) the cash incentive compensation paid to an executive officer was based on a misstatement of financial results or operating objectives directly arising from such executive officer’s misconduct, or (ii) an executive officer willfully violated an employment obligation, in each case, the Board (or a duly authorized committee thereof) may recover from the applicable executive officer any cash incentive compensation in an amount that it considers appropriate under the circumstances. This discretionary recoupment policy serves as a supplement to the Dodd-Frank Act’s compensationSEC-compliant recoupment provisions.policy described above.

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.

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The industry peer group used for 20212023 executive compensation decisions was comprised of the following companies.

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,

market and the Company’s objectives. Although the amount of each element of compensation for each named executive officer differs based on position-specific market data, the critical nature of the executive’s position to the business, the executive’s level of contribution, and other individual factors, the overall structure and compensation elements utilized in 20212023 are consistent for theour CEO and allour other named executive officers, other thanwith the one-time sign-on and promotion-basedtotal target direct compensation described above.generally targeted at approximately the 50^th percentile of the market.

Based on Pearl Meyer’s market assessment of the overall environment for base salary increases and in a manner consistent with our objective of targeting at or below the 50th percentile of market for named executive officers. Dr. Batra did not receive a base salary increase 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 and January 2021, respectively, are described in more detail above and were determined using the same factors as other executives, in addition to analysis of their then-current base salaries. Based on a market analysis conducted by Pearl Meyerthe individual’s performance and in recognition of his new role as Senior Vice President, Waters Division, Mr. Pratt received acontribution, the Compensation Committee increased the base salary increasefor each of 34%our named executive officers in 2021 in connection with his promotion and to better position him relative to the median2023, effective as of comparable roles in the market. In compensation for his additional responsibilitiesJanuary 1, 2023, 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.

20212023 Annual Incentive Plan

The AIP is the short-term incentive plan for our named executive officers, other executives, and other key employees. The payoutsAny potential payout under the 20212023 AIP for our CEO and Senior Vice Presidents wereother named executive officers would be based upon the achievement of adjusted non-GAAP constant-currency organic constant currency revenue growth goals (weighted 50%) and adjusted non-GAAP organic 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 adjusted non-GAAP organic 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 20212023 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), and Messrs. Chaubal and Pratt and Ms. Bennett (75% of base salary), Dr. Hyde (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 20212023 AIP payout structure as a percentage of theour named executive officer’s base salary is described in the table below.