UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2022
Waters Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware | 01-14010 | 13-3668640 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
34 Maple Street
Milford, Massachusetts 01757
(Address of Principal Executive Offices) (Zip Code)
(508) 478-2000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, par value $0.01 per share | WAT | New York Stock Exchange, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operations and Financial Condition |
On August 2, 2022, Waters Corporation (“Waters” or the “Company”) announced its results of operations for the quarter ended July 2, 2022. A copy of the related press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.
The information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On July 28, 2022, Thomas Salice notified the Company of his decision to retire from the Board of Directors (the “Board”) as of such date. Effective upon Mr. Salice’s retirement as a director, the size of the Board has been reduced from eight to seven directors. Waters previously communicated that Mr. Salice intended for this to be his final term as a director. Mr. Salice has provided thoughtful financial and strategic perspective during his tenure. Waters thanks Mr. Salice for his leadership and service to the Company and wishes him the best.
The Board has an active and robust search underway to identify new directors consistent with its longstanding commitment to refreshment. This process has reinforced the Company’s confidence in identifying outstanding and qualified candidates to join the Waters Board.
Item 9.01 | Financial Statements and Exhibits |
Exhibits | ||
99.1 | Waters Corporation press release dated August 2, 2022 for the quarter ended July 2, 2022. | |
104 | Cover page Interactive Date File (embedded within the Inline XBRL document). |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WATERS CORPORATION | ||||||
Dated: August 2, 2022 | By: | /s/ Amol Chaubal | ||||
Name: | Amol Chaubal | |||||
Title: | Senior Vice President and Chief Financial Officer | |||||
(Principal Financial Officer and Principal Accounting Officer) |