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BRUKER CORP

For the period ended May 30, 2024. Filed Apr 19, 2024.

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About 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

BRKR$61.31+5.6%Stored close · as of Nov 6, 2026
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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 MATTERS1
Record Date and Voting Securities2
PROPOSAL NO. 1 ELECTION OF DIRECTORS3
CORPORATE GOVERNANCE4
Certain Information Regarding Directors and Nominees4
Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting4
Directors Continuing in Office until the 2025 Annual Meeting5
Directors Continuing in Office until the 2026 Annual Meeting5
Board Diversity Matrix7
Board Leadership Structure7
Board Independence8
Board Meetings and Board Committees8
Director Nominations10
Role of the Board in Risk Oversight10
Role of the Board in Succession Planning11
DIRECTOR COMPENSATION12
Components of Director Compensation12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT14
EXECUTIVE OFFICERS16
ENVIRONMENTAL, SOCIAL, AND CORPORATE GOVERNANCE (ESG)18
COMPENSATION DISCUSSION AND ANALYSIS18
Executive Overview19
2023 Say on Pay Vote20
Executive Compensation Philosophy and Process20
Components of Named Executive Officer Compensation24
Mix of Compensation24
2023 Base Salaries25
Cash Incentive Plans and Review of 2023 Performance25
Total NEO Incentive Award Payments31
2023 Long-Term Incentive Awards31
Executive Benefits32
Employment Contracts, Termination of Employment and Change in Control Arrangements32
Section 162(m) Limitations33
Stock Ownership Guidelines33
Compensation Recovery/Clawback Policy34
Equity Award Grant Practices34
Policies on Hedging and Pledging of Shares34
COMPENSATION COMMITTEE REPORT34
SUMMARY OF EXECUTIVE COMPENSATION35
Summary Compensation Table35
2023 Grants of Plan-Based Awards36
Outstanding Equity Awards at December 31, 202337
2023 Option Exercises and Stock Vested38
Pension Benefits38
2023 Pension Benefits Table39
2023 Non-Qualified Deferred Compensation Table39
Securities Authorized For Issuance Under Equity Compensation Plans40
Potential Payments upon Termination or Change-in-Control40
Pay Ratio Disclosure41
Pay Versus Performance Disclosure42
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 Income44
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Non-GAAP Diluted EPS45
Tabular List of the Most Important Financial Performance Measures45
RELATED PERSONS TRANSACTIONS46
Review and Approval of Transactions with Related Persons46
2023 Transactions with Related Persons46
DELINQUENT SECTION 16(A) REPORTS47
AUDIT COMMITTEE REPORT48
PROPOSAL NO. 2 ADVISORY VOTE ON THE 2023 COMPENSATION OF NAMED EXECUTIVE OFFICERS49
PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM50
Independent Registered Public Accounting Firm50
Audit Committee Pre-Approval Policies and Procedures50
OTHER INFORMATION52
Stockholder Communications52
Householding of Proxy Materials52
Time for Submission of Stockholder Proposals52
Other Matters52
APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES54

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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.