8-K

MKS Instruments, Inc.

Date: November 5, 2024

/s/ Kathleen F. Burke

Kathleen F. Burke

Executive Vice President, General Counsel & Secretary

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): November 4, 2024

MKS INSTRUMENTS, 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, Suite 201
Andover, Massachusetts						01810
(Address of Principal Executive Offices)						(Zip Code)

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

Not Applicable

(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.

On November 4, 2024, the Board of Directors (the “Board”) of MKS Instruments, Inc. (the “Company”) appointed Wissam Jabre as a Class III Director, effective November 4, 2024, to serve until the 2026 Annual Meeting of Shareholders. In connection with Mr. Jabre’s appointment, the size of the Board was increased by one to nine directors. Mr. Jabre will serve on the Audit Committee of the Board.

There are no arrangements or understandings between Mr. Jabre and any other persons pursuant to which Mr. Jabre was named a director of the Company. There are also no family relationships between Mr. Jabre and any director or executive officer of the Company. In addition, Mr. Jabre has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Jabre is entitled to receive compensation for his Board and committee service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2024, as adjusted by the Board from time to time. As part of these standard compensation arrangements, on November 4, 2024, Mr. Jabre received an automatic grant of restricted stock units (“RSUs”) with a grant date value of $200,000, which RSUs shall vest in full on the day prior to the first annual meeting of shareholders following the date of grant (subject to the terms and conditions of the RSU agreement). In addition, Mr. Jabre will receive a prorated portion of the $85,000 annual retainer payable to non-employee Board members and $12,500 annual retainer payable to Audit Committee members.

Item 7.01

Regulation FD Disclosure.

On November 5, 2024, the Company issued a press release announcing the appointment of Mr. Jabre to the Board, effective November 4, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release Dated November 5, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

MKS Instruments Inc. filed SEC Form 8-K: Regulation FD Disclosure