Form 8-K - Current report

MKS INSTRUMENTS INC false 0001049502 0001049502 2023-12-01 2023-12-01

 

 

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): December 1, 2023

 

 

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)		(I.R.S. 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.  ☐

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 1, 2023, Seth H. Bagshaw, Executive Vice President, Chief Financial Officer and Treasurer of MKS Instruments, Inc. (the “Company”) notified the Company that he intends to retire as Executive Vice President, Chief Financial Officer and Treasurer of the Company effective April 1, 2024. Mr. Bagshaw will remain employed in the role of special advisor to the Company until May 1, 2024. The Company is conducting a search for Mr. Bagshaw’s successor and has retained an executive search firm to assist in the process.

 

Item 7.01

Regulation FD Disclosure.

On December 4, 2023, the Company issued a press release announcing Mr. Bagshaw’s retirement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Exhibit
99.1		Press Release issued by the Company on December 4, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.
				By:		/s/ Kathleen F. Burke
Date: December 4, 2023				Name:		Kathleen F. Burke
				Title:		Executive Vice President, General Counsel and Secretary

Exhibit 99.1

 

Seth H. Bagshaw to Retire as Chief Financial Officer of MKS Instruments

Retirement in April 2024 caps 18-year career in helping build MKS

ANDOVER, Mass., Dec. 4, 2023 (GLOBE NEWSWIRE) — MKS Instruments, Inc. (NASDAQ: MKSI), a global provider of enabling technologies that transform our world, today announced that Seth H. Bagshaw, 64, will retire as Executive Vice President, Chief Financial Officer and Treasurer, effective April 1, 2024, following a distinguished 18-year career with the Company. Mr. Bagshaw will serve as a special advisor to the Company through May 1, 2024.

John T.C. Lee, President and Chief Executive Officer said, “Seth has been a valued partner in building MKS into a foundational solutions provider for the semiconductor, electronics and packaging and specialty industrial markets. His focus on financial discipline has become ingrained in our culture, and he and his team have ably steered MKS through many key investments and decisions over nearly two decades at the Company. He will leave MKS in a strong financial position for future growth and value creation. We wish him all the best in his well-deserved retirement.”

Mr. Bagshaw joined MKS in 2006 and has served as its Chief Financial Officer since 2010. He previously served as a Senior Vice President and as Vice President and Corporate Controller. He commented, “I want to sincerely thank John, the MKS Board and all of my colleagues across the Company for their partnership and support over many great years of growth and strong performance. I’m especially proud of the talented finance team we’ve built here at MKS and the incredible work they have done to support the growth and expansion of the Company. Today MKS ranks number one or two in twenty product categories and has tremendous opportunity for growth in the coming years. I look forward to following MKS’ continued progress and enjoying its future success.”

MKS has retained a leading executive recruiting firm to conduct a comprehensive search for MKS’ next chief financial officer.

About MKS Instruments

MKS Instruments enables technologies that transform our world. We deliver foundational technology solutions to leading edge semiconductor manufacturing, electronics and packaging, and specialty industrial applications. We apply our broad science and engineering capabilities to create instruments, subsystems, systems, process control solutions and specialty chemicals technology that improve process performance, optimize productivity and enable unique innovations for many of the world’s leading technology and industrial companies. Our solutions are critical to addressing the challenges of miniaturization and complexity in advanced device manufacturing by enabling increased power, speed, feature enhancement, and optimized connectivity. Our solutions are also critical to addressing ever-increasing performance requirements across a wide array of specialty industrial applications. Additional information can be found at www.mks.com.

Safe Harbor for Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding MKS’ executive team and MKS’ future financial performance, business prospects and growth. Any statements that are not statements of historical fact should be considered to be forward-looking statements. Actual

 

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events or results may differ materially from those in the forward-looking statements set forth herein as a result of various important factors, including the factors described in MKS’ Annual Report on Form 10-K for the year ended December 31, 2022 and any subsequent Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission. MKS is under no obligation to, and expressly disclaims any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release.

Company Contact:

David Ryzhik

Vice President, Investor Relations

Telephone: [phone]

Email: [e-mail]

Press Relations:

Bill Casey

Senior Director, Marketing Communications

Telephone: [phone]

Email: [e-mail]

Kerry Kelly, Partner

Kekst CNC

Email: [e-mail]

 

Document and Entity Information	Dec. 01, 2023
Cover [Abstract]
Entity Registrant Name	MKS INSTRUMENTS INC
Amendment Flag	false
Entity Central Index Key	0001049502
Document Type	8-K
Document Period End Date	Dec. 01, 2023
Entity Incorporation State Country Code	MA
Entity File Number	000-23621
Entity Tax Identification Number	04-2277512
Entity Address, Address Line One	2 Tech Drive
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Andover
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01810
City Area Code	978
Local Phone Number	645-5500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, no par value
Trading Symbol	MKSI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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