92% turnout backs Waters (NYSE: WAT) board, auditor and pay

Rhea-AI Filing Summary

Waters Corporation reported the results of its annual stockholder meeting, where approximately 90,729,508 shares, or about 92.4% of shares entitled to vote, were present or represented by proxy. Stockholders re-elected all nominated directors to the Board, with each candidate receiving a substantial majority of votes cast.

Stockholders also approved the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, they adopted a non-binding, advisory resolution approving the compensation paid to the company’s named executive officers.

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

Shares represented at meeting: 90,729,508 shares Turnout percentage: 92.4% Auditor ratification votes for: 84,825,213 votes +4 more

7 metrics

Shares represented at meeting 90,729,508 shares Present or represented by proxy at annual meeting

Turnout percentage 92.4% Shares present vs. shares entitled to vote

Auditor ratification votes for 84,825,213 votes Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification votes against 4,979,244 votes Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay votes for 76,557,521 votes Non-binding advisory vote on executive compensation

Say-on-pay votes against 10,653,534 votes Non-binding advisory vote on executive compensation

Broker non-votes on say-on-pay 3,388,679 votes Non-binding advisory vote on executive compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory resolution, named executive officers

4 terms

broker non-votes financial

"Broker Non-Votes 3,388,679"

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.

independent registered public accounting firm financial

"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.

non-binding, advisory resolution financial

"the stockholders adopted a non-binding, advisory resolution approving the compensation"

named executive officers financial

"approving the 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.

Understanding 8-K Material Events →

WATERS CORP /DE/ false 0001000697 0001000697 2026-05-21 2026-05-21

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

Waters Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-14010		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

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 5.07 Submission of Matters to a Vote of Security Holders

A total of approximately 90,729,508 shares were present or represented by proxy at the annual meeting of stockholders of Waters Corporation (the “Company”) on May 21, 2026, representing approximately 92.4% of all shares entitled to vote. The final results of voting on each of the matters submitted to a vote of stockholders during the annual meeting are as follows:

PROPOSAL 1: ELECTION OF DIRECTORS

		For				Against				Abstain				Broker Non-Votes
Flemming Ornskov, M.D., M.P.H.			83,104,653				3,955,483				280,693				3,388,679
Linda Baddour			86,221,152				1,030,608				89,069				3,388,679
Udit Batra, Ph.D.			87,140,621				113,050				87,158				3,388,679
Dan Brennan			86,409,051				842,947				88,831				3,388,679
Richard Fearon			86,317,068				934,399				89,363				3,388,679
Claire M. Fraser, Ph.D.			87,199,890				56,704				84,235				3,388,679
Pearl S. Huang, Ph.D.			86,184,541				1,024,668				131,621				3,388,679
Wei Jiang			86,445,585				800,073				95,172				3,388,679
Heather Knight			86,159,243				1,044,180				137,407				3,388,679
Christopher A. Kuebler			82,799,542				3,610,545				930,743				3,388,679
Mark Vergnano			86,045,351				1,207,514				87,964				3,388,679

In accordance with the Company’s Amended and Restated Bylaws and pursuant to the foregoing vote, each of the nominated directors was re-elected to the Company’s Board of Directors.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For		Against		Abstain
84,825,213		4,979,244		925,052

Pursuant to the foregoing vote, the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved.

PROPOSAL 3: NON-BINDING ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

For		Against		Abstain		Broker Non-Votes
76,557,521		10,653,534		129,775		3,388,679

Pursuant to the foregoing vote, the stockholders adopted a non-binding, advisory resolution approving the compensation paid to the Company’s named executive officers.

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: May 22, 2026				By:		/s/ Keeley A. Aleman
				Name:		Keeley A. Aleman
				Title:		Corporate Secretary

FAQ

What was shareholder turnout at the 2026 Waters (WAT) annual meeting?

Turnout at the 2026 Waters annual meeting was high, with approximately 90,729,508 shares represented, equal to about 92.4% of all shares entitled to vote. This indicates broad shareholder participation in director elections and other governance decisions.

Were all director nominees re-elected at Waters Corporation’s 2026 annual meeting?

Yes, all nominated directors were re-elected to Waters Corporation’s Board. Each candidate, including Udit Batra and other nominees listed, received a strong majority of votes cast, with additional broker non-votes recorded but not counted as votes against the nominees.

Did Waters (WAT) shareholders approve the company’s auditor for 2026?

Shareholders approved the auditor for 2026, ratifying the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm. The ratification received 84,825,213 votes for, 4,979,244 against, and 925,052 abstentions at the annual meeting.

How did Waters Corporation shareholders vote on executive compensation in 2026?

Shareholders supported executive pay in a non-binding vote, approving compensation for named executive officers. The advisory resolution received 76,557,521 votes for, 10,653,534 against, 129,775 abstentions, and 3,388,679 broker non-votes, signaling overall backing for the company’s pay practices.

What is Proposal 3 in Waters (WAT) 2026 annual meeting results?

Proposal 3 was a non-binding advisory vote on compensation of named executive officers. Stockholders adopted the resolution, with 76,557,521 votes in favor, 10,653,534 against, and 129,775 abstentions, plus 3,388,679 broker non-votes that were not counted as votes against.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB