Bruker shareholders approve directors and pay plan

Bruker Corporation reported the results of its 2026 Annual Meeting of Stockholders held on May 21, 2026.

Rhea-AI Filing Summary

Bruker Corporation reported the results of its 2026 Annual Meeting of Stockholders held on May 21, 2026. Stockholders elected three Class II directors — Laura A. Francis, John J. (Jack) Phillips, and Hermann F. Requardt, Ph.D. — each to serve three-year terms ending at the 2029 annual meeting.

Stockholders approved, on an advisory basis, the 2025 compensation of the company’s named executive officers, with 127,190,553 votes for, 5,748,270 against, and 60,390 abstentions, plus 6,193,485 broker non-votes. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 138,544,738 votes for, 618,216 against, and 29,744 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Laura A. Francis: 136,149,316 votes Votes for John J. (Jack) Phillips: 139,036,356 votes Votes for Hermann F. Requardt, Ph.D.: 129,777,851 votes +4 more

7 metrics

Votes for Laura A. Francis 136,149,316 votes Election as Class II director at 2026 annual meeting

Votes for John J. (Jack) Phillips 139,036,356 votes Election as Class II director at 2026 annual meeting

Votes for Hermann F. Requardt, Ph.D. 129,777,851 votes Election as Class II director at 2026 annual meeting

Say-on-pay votes for 127,190,553 votes Advisory approval of 2025 named executive officer compensation

Say-on-pay votes against 5,748,270 votes Advisory approval of 2025 named executive officer compensation

Auditor ratification votes for PwC 138,544,738 votes Ratification of PwC as independent auditor for fiscal 2026

Broker non-votes on proposals 1 and 2 6,193,485 votes Director elections and advisory executive compensation vote

Key Terms

broker non-votes, advisory vote, named executive officers, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Laura A. Francis | 136,149,316 | 4,841,094 | 6,193,485 Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"The proposal to approve, on an advisory basis, the 2025 compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"the 2025 compensation of the named executive officers as disclosed"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for fiscal year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Bruker (BRKR) stockholders approve at the 2026 annual meeting?

Bruker stockholders elected three Class II directors, approved on an advisory basis 2025 executive compensation, and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026. These votes maintain the existing board structure, pay program, and audit relationship.

Which directors were elected at Bruker (BRKR)’s 2026 annual meeting?

Stockholders elected Laura A. Francis, John J. (Jack) Phillips, and Hermann F. Requardt, Ph.D. as Class II directors. Each will serve a three-year term until the 2029 annual meeting and until a successor is duly elected and qualified under the company’s governance structure.

How did Bruker (BRKR) investors vote on 2025 executive compensation?

Investors approved the advisory say-on-pay proposal for 2025 compensation of named executive officers. The vote totaled 127,190,553 shares for, 5,748,270 against, and 60,390 abstaining, with 6,193,485 broker non-votes recorded, indicating overall support for the disclosed pay program.

Which auditing firm will review Bruker (BRKR) for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Bruker’s independent registered public accounting firm for fiscal 2026. The ratification received 138,544,738 votes for, 618,216 against, and 29,744 abstentions, continuing the company’s existing external audit engagement for the upcoming fiscal year.

Were there broker non-votes at Bruker (BRKR)’s 2026 annual meeting?

Yes. Broker non-votes totaled 6,193,485 shares on the director elections and advisory executive compensation proposal. Broker non-votes typically arise when brokers lack discretionary authority to vote certain shares on non-routine matters without specific instructions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 04:44 PM Learn about SEC filing dates

false000110935400011093542026-05-212026-05-21

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): May 21, 2026

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-30833		04-3110160
(State or other jurisdiction of		(Commission		(I.R.S. Employer
incorporation)		File number)		Identification No.)

40 Manning Road

Billerica, MA 01821

(Address of principal executive offices) (Zip Code)

(978) 663-3660

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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, $0.01 par value per share		BRKR		The Nasdaq Global Select Market
6.375% Mandatory Convertible Preferred Stock, Series A, $0.01 par value per share		BRKRP		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨

Section 5 - Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2026, Bruker Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s stockholders voted upon the following three proposals, each of which is described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 10, 2026. The final vote results for each proposal were as follows:

Proposal No. 1 – Election of Directors

The following director nominees were elected to serve as Class II members of the Company’s board of directors, each to serve for a three-year term until the Company’s 2029 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified based on the following votes:

Nominees for Class II director:		For		Withheld		Broker Non-Votes
Laura A. Francis		136,149,316		4,841,094		6,193,485
John J. (Jack) Phillips		139,036,356		1,954,054		6,193,485
Hermann F. Requardt, Ph.D.		129,777,851		11,212,559		6,193,485

Proposal No. 2 – Advisory Vote on the 2025 Compensation of Named Executive Officers

The proposal to approve, on an advisory basis, the 2025 compensation of the named executive officers as disclosed in the Company’s proxy statement for the 2026 Annual Meeting was approved based on the following votes:

For		Against		Abstain		Broker Non-Votes
127,190,553		5,748,270		60,390		6,193,485

Proposal No. 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was approved based on the following votes:

For		Against		Abstain
138,544,738		618,216		29,744

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.

	BRUKER CORPORATION (Registrant)
Date: May 21, 2026	By:	/s/ THOMAS M. BURES
		Thomas M. Bures
		Chief Accounting Officer

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