Independent
Tenure on this board
8.9 yrs
11 nominees · 3 ballot items.
Elect 11 directors; ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026; approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay); and consider any other business properly brought before the meeting.
Elect eleven directors to the Board, each to serve until their successors are elected and qualified.
Ratify the appointment of PricewaterhouseCoopers LLP as Waters’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding, advisory approval (a 'Say-on-Pay') of the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking shareholder approval to confirm support for its pay practices, which emphasize performance-based pay and long-term alignment through a mix of PSUs, stock options, and RSUs, and which for 2025 used metrics such as adjusted non-GAAP organic constant currency revenue growth (OCCRG) and adjusted non-GAAP organic net income growth (ONIG) for annual incentives and relative TSR and OCCRG for PSUs. The Compensation Committee frames the program as market-competitive and responsive to shareholder feedback (for example, rebalancing long-term incentives to increase performance-based PSUs to 55% of long-term equity), and it highlights governance safeguards including independent consultant advice, clawback and stock ownership policies, and multi-year vesting. The vote is advisory only; however, the Board and Compensation Committee state they take the outcome seriously and will consider shareholder feedback when setting future compensation. The company’s recent strategic transaction (the BD Biosciences & Diagnostic Solutions acquisition) and related integration and retention considerations influenced 2025 pay decisions and plan design updates for 2026 (including metric and vesting adjustments to better align with market and the combined company). Management argues that the pay program appropriately balances short- and long-term incentives to drive execution during a period of transformation while aligning pay with shareholder returns. Opponents (if any) would typically argue that advisory approval does not bind management and may wish for stronger alignment, simpler metrics, or different pay levels; management’s counter is that current design and recent changes reflect shareholder outreach and aim to tie pay to measurable company performance. Given these factors, the Board recommends a vote FOR this advisory proposal but will use the results to refine compensation governance and program design going forward.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 6,378,775 | $1.9B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.84% | 4,754,185 | $1.4B |
| 3 | T. Rowe Price Investment Management, Inc. | 4.75% | 4,663,879 | $1.4B |
| 4 | STATE STREET CORP | 4.44% | 4,362,010 | $1.3B |
| 5 | BlackRock, Inc. | 3.45% | 3,384,489 | $1.0B |
| 6 | Fundsmith LLP | 3.27% | 3,212,075 | $957M |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.91% | 2,855,344 | $850M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.38% | 2,334,104 | $692M |
| 9 | ALLIANCEBERNSTEIN L.P. | 2.16% | 2,116,737 | $804M |
| 10 | BlackRock, Inc. | 2.03% | 1,996,513 | $595M |
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