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) December 13, 2006
Waters Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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01-14010
(Commission File Number)
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13-3668640
(IRS Employer Identification No.) |
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34 Maple Street, Milford, Massachusetts
(Address of Principal Executive Offices)
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01757
(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 satisfy the filing obligation
of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 13, 2006, the board of directors (the “Board”) of Waters Corporation (the
“Corporation”), upon the recommendation of the Nominating and Corporate Governance Committee of the
Board, approved and adopted the following amendments to the Corporation’s Bylaws (“Bylaws”):
Article II, Section 1 of the Bylaws was amended to change the voting standard for the election
of directors from a plurality to a majority voting standard in uncontested elections. Under the
new majority voting standard, a nominee for director shall be elected to the Board if the votes
cast for such nominee’s election exceed the votes cast against such nominee’s election. Directors
will continue to be elected by plurality vote at any meeting of stockholders for which the number
of nominees exceeds the number of directors to be elected. 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 a 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 pursuant to the provisions of Article II, Section 2 of the Corporation’s
Bylaws or may decrease the size of the Board pursuant to the provisions of Article II, Section 1(a)
of the Corporation’s Bylaws.
The amendments to the Bylaws are effective December 13, 2006. The new Article II, Section
1(b) of the Bylaws is included as exhibit 99.1 to this Form 8-K.
Item 8.01 Other Events.
In connection with the Bylaw amendments referred to in Item 5.03 of this Form 8-K, the Board, upon
the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and
adopted the following amendments to the Corporation’s Corporate Governance Guidelines
(“Guidelines”) on December 13, 2006.
The Guidelines were amended to provide that it is the policy of the Board that a director who
fails to receive the required number of votes for re-election in accordance with the Bylaws offer
to resign. In addition, the director whose resignation is under consideration shall abstain from
participating in any decision regarding that resignation. The Nominating and Corporate Governance
Committee and the Board may consider any factors they deem relevant in deciding whether to accept a
director’s resignation. The Board shall publicly disclose its decision regarding the resignation
within ninety (90) days after the results of the election are certified. If the resignation is not
accepted, the director will continue to serve until the next annual meeting and until the
director’s successor is elected and qualified.
The Guidelines were also amended to provide that the Board nominate for election or
re-election as directors only candidates who agree to tender, following the annual meeting at which
they are elected or re-elected as directors, irrevocable resignations that will be effective upon
(i) the failure to receive the required vote at the next annual meeting at which they are nominated
for re-election and (ii) Board acceptance of such resignation. In addition, it is the policy of
the Board to fill director vacancies and new directorships only with candidates who agree to
tender, promptly following their appointment to the Board, the same form of resignation tendered by
other directors in accordance with the Guidelines.
The amendments to the Guidelines are effective December 13, 2006.