BRUKER CORP
For the period ended May 30, 2024. Filed Apr 19, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 30, 2024 · Filed Apr 19, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
Bruker Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Proxy Statement
Innovation with Integrity
40 Manning Road
Billerica, MA 01821
(978) 663-3660
Dear Stockholder:
On behalf of the Board of Directors and management of Bruker Corporation, I would like to invite you to attend our 2024 Annual Meeting of Stockholders to be held on Thursday, May 30, 2024 at 9:30 a.m., Eastern Time, online via the Internet as a virtual web conference atwww.virtualshareholdermeeting.com/BRKR2024.
The Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the formal business to be conducted at the meeting, and Proxy Card accompany this letter.
Our 2024 Annual Meeting of Stockholders will be conducted exclusively via the Internet as a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting physically in person. However, you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned website.
Pursuant to certain rules of the U.S. Securities and Exchange Commission that allow issuers to furnish proxy materials to stockholders over the Internet, we are posting our proxy materials on the Internet and delivering a Notice of Internet
Availability of Proxy Materials, or the Notice, on or about April 19, 2024, containing instructions on how to access or request a copy of our Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023. This process substantially reduces the costs associated with printing and distributing our proxy materials.
All stockholders are invited to attend the Annual Meeting. Whether or not you attend the Annual Meeting, you are urged to vote as soon as possible. You may vote over the Internet prior to the Annual Meeting or virtually at the Annual Meeting, by telephone, or, if you requested printed copies of our proxy materials, by completing, dating and returning a Proxy Card.
Please review the instructions on the Notice or on the Proxy Card regarding your voting options. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the stockholders is important.
I look forward to your participation and thank you for your continued support.
Sincerely,
Frank H. Laukien, Ph.D.
Chairman, President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
Notice is hereby given that the 2024 Annual Meeting of the Stockholders of Bruker Corporation, or the Company, will be held on Thursday, May 30, 2024, at 9:30 a.m., Eastern Time, online via live webcast atwww.virtualshareholdermeeting.com/ BRKR2024, for the following purposes:
To elect the nominees for director named in the accompanying Proxy Statement to hold office until the 2027 Annual Meeting of Stockholders.
To hold an advisory vote to approve the 2023 compensation of our named executive officers.
To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024.
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 1, 2024, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our principal executive offices at 40 Manning Road, Billerica, MA 01821. This stockholder list will also be available for review online during the Annual Meeting.
By order of the Board of Directors
Frank H. Laukien, Ph.D.
Chairman, President and Chief Executive Officer
Billerica, Massachusetts
April 19, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 30, 2024:
This Proxy Statement and the accompanying Annual Report are available electronically at:
https://ir.bruker.com/financial-info/annual-meeting-materials/.
2024 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT TABLE OF CONTENTS
| GENERAL INFORMATION ABOUT THE 2024 ANNUAL MEETING AND VOTING MATTERS | 1 |
|---|---|
| Record Date and Voting Securities | 2 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 3 |
| CORPORATE GOVERNANCE | 4 |
| Certain Information Regarding Directors and Nominees | 4 |
| Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting | 4 |
| Directors Continuing in Office until the 2025 Annual Meeting | 5 |
| Directors Continuing in Office until the 2026 Annual Meeting | 5 |
| Board Diversity Matrix | 7 |
| Board Leadership Structure | 7 |
| Board Independence | 8 |
| Board Meetings and Board Committees | 8 |
| Director Nominations | 10 |
| Role of the Board in Risk Oversight | 10 |
| Role of the Board in Succession Planning | 11 |
| DIRECTOR COMPENSATION | 12 |
| Components of Director Compensation | 12 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 14 |
| EXECUTIVE OFFICERS | 16 |
| ENVIRONMENTAL, SOCIAL, AND CORPORATE GOVERNANCE (ESG) | 18 |
| COMPENSATION DISCUSSION AND ANALYSIS | 18 |
| Executive Overview | 19 |
| 2023 Say on Pay Vote | 20 |
| Executive Compensation Philosophy and Process | 20 |
| Components of Named Executive Officer Compensation | 24 |
| Mix of Compensation | 24 |
| 2023 Base Salaries | 25 |
| Cash Incentive Plans and Review of 2023 Performance | 25 |
| Total NEO Incentive Award Payments | 31 |
| 2023 Long-Term Incentive Awards | 31 |
| Executive Benefits | 32 |
| Employment Contracts, Termination of Employment and Change in Control Arrangements | 32 |
| Section 162(m) Limitations | 33 |
| Stock Ownership Guidelines | 33 |
| Compensation Recovery/Clawback Policy | 34 |
| Equity Award Grant Practices | 34 |
| Policies on Hedging and Pledging of Shares | 34 |
| COMPENSATION COMMITTEE REPORT | 34 |
| SUMMARY OF EXECUTIVE COMPENSATION | 35 |
| Summary Compensation Table | 35 |
| 2023 Grants of Plan-Based Awards | 36 |
| Outstanding Equity Awards at December 31, 2023 | 37 |
| 2023 Option Exercises and Stock Vested | 38 |
| Pension Benefits | 38 |
| 2023 Pension Benefits Table | 39 |
| 2023 Non-Qualified Deferred Compensation Table | 39 |
| Securities Authorized For Issuance Under Equity Compensation Plans | 40 |
| Potential Payments upon Termination or Change-in-Control | 40 |
|---|---|
| Pay Ratio Disclosure | 41 |
| Pay Versus Performance Disclosure | 42 |
| Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) | 44 |
| Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income | 44 |
| Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Non-GAAP Diluted EPS | 45 |
| Tabular List of the Most Important Financial Performance Measures | 45 |
| RELATED PERSONS TRANSACTIONS | 46 |
| Review and Approval of Transactions with Related Persons | 46 |
| 2023 Transactions with Related Persons | 46 |
| DELINQUENT SECTION 16(A) REPORTS | 47 |
| AUDIT COMMITTEE REPORT | 48 |
| PROPOSAL NO. 2 ADVISORY VOTE ON THE 2023 COMPENSATION OF NAMED EXECUTIVE OFFICERS | 49 |
| PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 50 |
| Independent Registered Public Accounting Firm | 50 |
| Audit Committee Pre-Approval Policies and Procedures | 50 |
| OTHER INFORMATION | 52 |
| Stockholder Communications | 52 |
| Householding of Proxy Materials | 52 |
| Time for Submission of Stockholder Proposals | 52 |
| Other Matters | 52 |
| APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES | 54 |
PROXY STATEMENT
We are furnishing this Proxy Statement in connection with the solicitation of proxies by our Board of Directors, or Board, for use at our 2024 Annual Meeting of Stockholders, or the 2024 Annual Meeting, to be held on May 30, 2024, in the virtual meeting format set forth in the notice of the meeting and at any adjournments of the meeting. We are providing access to our proxy materials over the Internet. On April 19, 2024, we mailed a Notice of Internet Availability of Proxy Materials, or the Notice, to stockholders, unless they requested a printed copy of our proxy materials. The Notice contains instructions on how to access our proxy materials and how to vote. If you would like to receive a paper or e-mail copy of our proxy materials, please follow the instructions in the Notice. If you requested printed versions of these materials by mail, the materials will also include a Proxy Card for the 2024 Annual Meeting.
Throughout this Proxy Statement, the terms “we,” “us,” “our” and “Bruker” refer to Bruker Corporation.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.