MKS Inc. (Nasdaq: MKSI) holders back equity plan, ease special meeting rules

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

MKS Inc. held its 2026 annual meeting, where shareholders approved an amendment to the 2022 Stock Incentive Plan that increases the shares authorized for issuance by 6,200,000 shares and updates the company name. Other plan terms remain unchanged.

Shareholders elected three directors and approved the amended plan, executive compensation on an advisory basis, and the ratification of PricewaterhouseCoopers LLP as auditor for 2026. They also approved, on an advisory basis, reducing the shareholder threshold to call a special meeting from 40% to 25%, while a separate shareholder proposal to lower the threshold to 10% did not pass.

Insights

MKS shareholders backed more equity incentives and modestly easier special meetings.

Shareholders approved adding 6,200,000 shares to the 2022 Stock Incentive Plan, expanding the pool for future stock-based awards while leaving plan terms otherwise unchanged. This supports continued equity compensation for directors and employees.

They also backed advisory proposals approving named executive officer pay and reducing the ownership threshold to call a special meeting from 40% to 25%, while rejecting a sharper cut to 10%. These votes indicate support for current leadership and a measured increase in shareholder rights, based on the disclosed outcomes.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 6,200,000 shares Director vote – Peter J. Cannone III: 57,214,027 votes for; 436,288 withheld Director vote – Joseph B. Donahue: 54,218,941 votes for; 3,431,374 withheld +5 more

8 metrics

Equity plan share increase 6,200,000 shares Additional shares authorized under Amended 2022 Stock Incentive Plan

Director vote – Peter J. Cannone III 57,214,027 votes for; 436,288 withheld Election to one-year term at 2026 annual meeting

Director vote – Joseph B. Donahue 54,218,941 votes for; 3,431,374 withheld Election to one-year term at 2026 annual meeting

Equity plan approval votes 56,266,577 for; 1,347,761 against; 35,977 abstained Approval of Amended and Restated 2022 Stock Incentive Plan

Say-on-pay votes 55,786,344 for; 1,829,291 against; 34,680 abstained Advisory approval of named executive officer compensation

Auditor ratification votes 58,207,171 for; 2,248,167 against; 21,815 abstained Ratification of PricewaterhouseCoopers LLP for 2026

Company special-meeting threshold proposal 51,725,892 for; 761,662 against; 5,162,761 abstained Advisory approval to cut threshold from 40% to 25%

Shareholder 10% threshold proposal 18,775,304 for; 38,812,405 against; 62,606 abstained Shareholder proposal to reduce special-meeting threshold to 10%

Key Terms

Amended and restated 2022 Stock Incentive Plan, broker non-votes, Named Executive Officers, special meeting of shareholders, +2 more

6 terms

Amended and restated 2022 Stock Incentive Plan financial

"the Board of Directors ... adopted an amendment and restatement of the MKS Inc. 2022 Stock Incentive Plan"

broker non-votes regulatory

"There were broker non-votes of 2,826,838 shares on this proposal"

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.

Named Executive Officers financial

"Approval of compensation paid to the Company’s Named Executive Officers"

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.

special meeting of shareholders regulatory

"reduce the threshold percentage of shareholders required to call a special meeting of shareholders"

independent registered public accounting firm regulatory

"Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

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.

rTSR financial

"Form of Restricted Stock Unit Agreement for Employees under the 2022 Stock Incentive Plan, as amended and restated (rTSR)"

Understanding 8-K Material Events →

05/12/2026 - 04:15 PM

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 11, 2026

MKS INC.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts

000-23621

04-2277512

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


2 Tech Drive
Andover, Massachusetts		01810
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 978 645-5500

(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, no par value	MKSI	Nasdaq Global Select Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 9, 2026, the Board of Directors of MKS Inc. (the “Company”) adopted an amendment and restatement of the MKS Inc. 2022 Stock Incentive Plan (as amended and restated, the “Amended Plan”), subject to shareholder approval at the Company’s 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, held on May 11, 2026, the Company’s shareholders approved the Amended Plan to increase the number of shares of the Company’s common stock authorized for issuance under the Amended Plan by 6,200,000 shares and to reflect the Company’s name change in May 2025 from MKS Instruments, Inc. to MKS Inc. Other than the increase in the share reserve and updates to the Company’s name, the terms of the 2022 Stock Incentive Plan remain unchanged in the Amended Plan.

A description of the Amended Plan was set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 31, 2026 (the “Proxy Statement”) in the section titled “Proposal 2 – Approval of Amended and Restated 2022 Stock Incentive Plan”. The description of the Amended Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the Amended Plan, a copy of which is included herewith as Exhibit 10.1 and incorporated herein by reference.

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

The following sets forth the results of voting by shareholders at the 2026 Annual Meeting:

(a) Election of three Directors to serve for a one-year term and until their successors are elected:


Director Nominee	Votes For	Votes Withheld
Peter J. Cannone III	57,214,027	436,288
Joseph B. Donahue	54,218,941	3,431,374
Wissam G. Jabre	57,214,803	435,512