UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
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[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[_] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
WATERS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
April 2, 2001
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Stockholders of Waters Corporation ("Waters" or the "Company")
on May 3, 2001 at 11:00 o'clock a.m., local time. The meeting will be held at
Waters Corporation, 34 Maple Street, Milford, Massachusetts 01757.
The matters scheduled to be considered at the meeting are (i) the election
of directors of the Company and (ii) the amendment of the Company's Certificate
of Incorporation to increase the number of shares of common stock which the
Company is authorized to issue from 200,000,000 to 400,000,000 shares. These
matters are more fully explained in the attached Proxy Statement which you are
encouraged to read.
The Board of Directors values and encourages stockholder participation. It
is important that your shares be represented, whether or not you plan to attend
the meeting. Please take a moment to sign, date and return your Proxy in the
envelope provided even if you plan to attend the meeting.
We hope you will be able to attend the meeting.
Sincerely,
Douglas A. Berthiaume
Chairman, President and
Chief Executive Officer
WATERS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of
Waters Corporation ("Waters" or the "Company") will be held at Waters
Corporation, 34 Maple Street, Milford, Massachusetts 01757 on May 3, 2001 at
11:00 o'clock a.m., local time, for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected,
2. To approve an amendment to the Company's Certificate of
Incorporation to increase the number of shares of common stock,
$.01 par value per share, which the Company is authorized to issue
from 200,000,000 to 400,000,000 shares and
3. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
In accordance with the provisions of the Company's bylaws, the Board of
Directors has fixed the close of business on March 19, 2001 as the record date
for the determination of the holders of Common Stock entitled to notice of and
to vote at the Annual Meeting.
By order of the Board of Directors
Douglas A. Berthiaume
Chairman, President and
Chief Executive Officer
Milford, Massachusetts
April 2, 2001
WATERS CORPORATION
34 Maple Street
Milford, Massachusetts 01757
PROXY STATEMENT
Annual Meeting of Stockholders
May 3, 2001, 11:00 o'clock a.m.
The Proxy is solicited by the Board of Directors of Waters Corporation
("Waters" or the "Company") for use at the 2001 Annual Meeting of Stockholders
to be held on May 3, 2001 at 11:00 o'clock a.m. at the Company's headquarters
located at 34 Maple Street, Milford, Massachusetts, 01757. Solicitation of the
Proxy may be made through officers and regular employees of the Company by
telephone or by oral communications with some stockholders following the
original solicitation period. No additional compensation will be paid to such
officers and regular employees for Proxy solicitation. Corporate Investor
Communications, Inc. has been hired by the Company to do a broker solicitation
for a fee of $4,000 plus reasonable out-of-pocket expenses. Expenses incurred in
the solicitation of Proxies will be borne by the Company.
VOTING MATTERS
The representation in person or by proxy of a majority of the
outstanding shares of common stock of the Company, par value $.01 per share (the
"Common Stock"), entitled to a vote at the meeting is necessary to provide a
quorum for the transaction of business at the meeting. Shares can only be voted
if the stockholder is present in person or is represented by a properly signed
proxy (a "Proxy"). Each stockholder's vote is very important. Whether or not you
plan to attend the meeting in person, please sign and promptly return the
enclosed Proxy card, which requires no postage if mailed in the United States.
All signed and returned Proxies will be counted towards establishing a quorum
for the meeting, regardless of how the shares are voted.
Shares represented by Proxy will be voted in accordance with your
instructions. You may specify your choice by marking the appropriate box on the
Proxy card. If your Proxy card is signed and returned without specifying
choices, your shares will be voted in favor of the proposals made by the Board
of Directors, and as the individuals named as Proxy holders on the Proxy deem
advisable on all other matters as may properly come before the meeting.
Any stockholder giving the enclosed Proxy has the power to revoke such
Proxy prior to its exercise either by voting by ballot at the meeting, by
executing a later-dated Proxy or by delivering a signed written notice of the
revocation to the office of the Secretary of the Company before the meeting
begins. The Proxy will be voted at the meeting if the signer of the Proxy was a
stockholder of record on March 19, 2001 (the "Record Date").
Representatives of the Company's independent accountants (or
independent auditors), PricewaterhouseCoopers LLP, are expected to be present at
the Annual Meeting of Stockholders. They will have the opportunity to make
statements if they desire to do so and will be available to respond to
appropriate questions.
On the Record Date, there were 130,439,242 shares of Common Stock
outstanding and entitled to vote at the meeting. Each outstanding share of
Common Stock is entitled to one vote. This Proxy Statement is first being sent
to the stockholders on or about April 2, 2001. A list of the stockholders
entitled to vote at the meeting will be available for inspection at the meeting
for purposes relating to the meeting.
MATTERS TO BE ACTED UPON
1. Election of Directors
The Board of Directors recommends that the stockholders vote FOR each
nominee for director set forth below. Eight directors are to be elected at the
meeting, each to hold office until his successor is elected and qualified or
until his earlier resignation, death or removal. Each nominee listed below is
currently a director of the Company. It is intended that the Proxies in the form
enclosed with this Proxy Statement will be voted for the nominees set forth
below unless stockholders specify to the contrary in their Proxies or
specifically abstain from voting on this matter.
The following information pertains to the nominees, their principal
occupations for the preceding five-year period, certain directorships and their
ages as of April 2, 2001:
Douglas A. Berthiaume, 52, has served as Chairman of the Board of
Directors of the Company since February 1996 and has served as President, Chief
Executive Officer and a Director of the Company since August 1994. From 1990 to
1994, Mr. Berthiaume served as President of the Waters Chromatography Division
of Millipore Corporation, the predecessor business of the Company which was
purchased in 1994. Mr. Berthiaume is a Director of the Children's Hospital
Trust, the Analytical & Life Science Systems Association and Genzyme
Corporation.
Joshua Bekenstein, 42, has served as a Director of the Company since
August 1994. He has been a Managing Director of Bain Capital, Inc. since January
1993 and a General Partner of Bain Venture Capital since its inception in 1987.
Mr. Bekenstein is a Director of Sealy Corporation, Shoppers Drug Mart, and
Bright Horizons Family Solutions, Inc.
Michael J. Berendt, Ph.D., 52, has served as a Director of the Company
since March 1998. Since November 2000, Dr. Berendt has served as Managing
Director, Life Sciences Group, of AEA Investors Inc. ("AEA"). Prior to joining
AEA, Dr. Berendt was Senior Vice President of Research for the Pharmaceutical
Division of Bayer Corporation from November 1996 to November 2000. From January
1996 to November 1996, Dr. Berendt served as Vice President, Institute for Bone
& Joint Disorders and Cancer, Bayer Corporation, Pharmaceutical Division. From
October 1993 to January 1996, Dr. Berendt served as Director, Institute for Bone
& Joint Disorders and Cancer, Bayer Corporation, Pharmaceutical Division. Prior
to joining Bayer, Dr. Berendt served as Group Director of Drug Discovery at
Pfizer, Inc., and was responsible for immunology pulmonary, inflammation and
antibiotic research. Dr. Berendt has served as a member of the Board of
Directors of Onyx Pharmaceuticals, Inc. and Myriad Genetics, Inc.
Philip Caldwell, 81, has served as a Director of the Company since
August 1994. Mr. Caldwell spent 32 years at Ford Motor Company where he served
as Chairman of the Board of Directors and Chief Executive Officer from 1980 to
1985 and as a Director from 1973 to 1990. He served as a Director and Senior
Managing Director of Lehman Brothers Inc. and its predecessor, Shearson Lehman
Brothers Holdings, Inc. from 1985 to February 1998. Mr. Caldwell is also a
Director of Mettler-Toledo International Inc., the Mexico Fund and Russell
Reynolds Associates, Inc. Mr. Caldwell served as a member of the Zurich
Financial Services Group U.S. Advisory Board. Mr. Caldwell has also served as a
Director of the Chase Manhattan Bank, N.A., the Chase Manhattan Corporation,
Digital Equipment Corporation, Federated Department Stores, Inc., Kellogg
Company, CasTech Aluminum Group, Inc., Specialty Coatings International, Inc.,
American Guarantee & Liability Insurance Company, Zurich Holding Company of
America, Inc. and Zurich Reinsurance Centre Holdings, Inc.
Edward Conard, 44, has served as a Director of the Company since August
1994. Mr. Conard has been a Managing Director of Bain Capital, Inc. since March
1993. Mr. Conard was previously a Director of Wasserstein Perella and Company,
an investment banking firm that specializes in mergers and acquisitions, and a
Vice President of Bain & Company heading up the firm's operations practice area.
Mr. Conard is a Director of Dynamic Details, Inc., ChipPAC, Inc., Medical
Specialties Group, Inc., Alliance Laundry, Inc., US Synthetic, Inc., and Broder
Brothers.
Laurie H. Glimcher, M.D., 49, has served as a Director of the Company
since January 1998. Dr. Glimcher has been a Professor of Immunology and Medicine
at the Harvard School of Public Health and Harvard Medical School since 1990.
Dr. Glimcher is a Director of Bristol-Myers Squibb Company.
William J. Miller, 55, has served as a Director of the Company since
January 1998. Mr. Miller is an Independent
Investor and Consultant. From April 1996 to November 1999, Mr. Miller served as
Chief Executive Officer and Chairman of the Board of Avid Corporation and from
September 1996 to January 1999, he served as President. From March 1992 to
September 1995, Mr. Miller served as Chief Executive Officer of Quantum
Corporation. From May 1992, Mr. Miller served as a member of the Board of
Directors of Quantum Corporation and from September 1993 to August 1995, he
served as Chairman of the Board of Directors. From 1981 to March 1992, he served
in various positions at Control Data Corporation, most recently as Executive
Vice President and President, Information Services. Mr. Miller is a Director of
NVidia Corporation and ESPS, Inc.
Thomas P. Salice, 41, has served as a Director of the Company since
July 1994. Mr. Salice is President, Chief Executive Officer and a Director of
AEA Investors Inc. ("AEA") and has served with AEA since June 1989. Prior to his
association with AEA, Mr. Salice held positions in the investment banking
divisions of First Boston Corp. and Lehman Brothers. Mr. Salice served on the
Board of Directors of CasTech Aluminum Group and Manchester Tank & Equipment,
and is currently a director of Mettler-Toledo International, Inc. and Sovereign
Specialty Chemicals, Inc.
Required Vote; Recommendation of the Board of Directors
With respect to the election of directors of the Company, the
affirmative vote of a plurality of shares present in person or represented by
Proxy, and entitled to vote on the matter, is necessary for the election of each
of the nominees for director listed above (i.e. the nominees receiving the
greatest number of votes cast will be elected). Withholding authority to vote
for the election of a nominee will be treated as shares present and entitled to
vote and, for purposes of determining the outcome of the vote, will not be
treated as votes cast for such nominee. A broker "non-vote" occurs when a
broker, dealer, voting trustee, bank, association or other entity that exercises
fiduciary powers holding shares for a beneficial owner does not have
discretionary voting power and does not receive voting instructions from the
beneficial owner. Broker "non-votes" will not be treated as shares present and
entitled to vote on the election of directors of the Company and will have no
effect on the outcome of the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE FOR
DIRECTOR SET FORTH ABOVE.
2. Approval of the Amendment to the Certificate of Incorporation
General
The Company's Second Amended and Restated Certificate of Incorporation,
as amended and currently in effect (the "Certificate"), provides that the
Company's authorized capital stock shall consist of 200,000,000 shares of Common
Stock, $.01 par value per share (the "Common Stock"), and 5,000,000 shares of
Preferred Stock. On February 27, 2001, the Board of Directors approved an
amendment to the Certificate (the "Amendment") to increase the number of shares
of Common Stock authorized for issuance under the Certificate by 200,000,000
shares, to a total of 400,000,000 shares. The text of the Amendment is set forth
as Exhibit A to this Proxy Statement. If the Amendment is adopted, it will
become effective upon the filing of the Amendment with the Delaware Secretary of
State.
Purpose of the Proposed Amendment
The Board of Directors believes that given the current market price for
the Common Stock, it may be advisable at some point in the future to declare a
stock dividend (which would have the same effect as a stock split) in order to
lower the per share market price of the Common Stock, to increase its trading
activity and to broaden its marketability. The proposed Amendment would provide
the Company with a sufficient number of authorized but unissued shares of Common
Stock to effect such a stock dividend and to accomplish other proper corporate
purposes that may be authorized in the future. Such future activities may
include, without limitation, raising equity capital, reserving additional shares
of Common Stock for
issuance under the Company's 1994 Amended and Restated Stock Option Plan, 1996
Long-Term Performance Incentive Plan, 1996 Employee Stock Purchase Plan, 1996
Non-Employee Director Deferred Compensation Plan and 1996 Non-Employee Director
Stock Option Plan (collectively, the "Employee Stock Plans"), adopting
additional employee stock plans and making acquisitions through the issuance of
Common Stock. The Board of Directors has no immediate plans, understanding,
agreements, or commitments to issue additional shares of Common Stock for any
purpose.
The Board of Directors believes that the proposed increase in the
authorized Common Stock will make a sufficient number of shares available should
the Company decide to use its shares for one or more of such previously
mentioned purposes or otherwise. The Company reserves the right to seek a
further increase in authorized shares from time to time in the future as
considered appropriate by the Board of Directors.
Current Use of Shares
As of the Record Date, the Company had approximately 130,439,242 shares
of Common Stock outstanding and approximately 33,755,768 shares of Common Stock
reserved for issuance under the Employee Stock Plans, of which, approximately
15,522,908 shares are covered by outstanding options and approximately 4,459,190
shares are available for grant or purchase. Therefore, the Company's total share
requirement prior to the Amendment is 150,421,340 shares (the "Share
Requirement"). In the event stockholder approval of the proposed Amendment is
obtained, the Share Requirement would not change, unless, for example, the Board
of Directors were to approve a stock dividend, as described below. Accordingly,
in the absence of such a stock dividend, the Company would have a total of
400,000,000 authorized and 249,578,660 unissued, unreserved shares of Common
Stock remaining available pursuant to its Certificate, as amended by the
Amendment.
If the Company were to effect, for example, a two-for-one stock split
in the form of a stock dividend, each holder of the Common Stock would receive
one additional share for each share held. In addition, the number of shares of
Common Stock reserved for issuance or subject to outstanding options under the
Employee Stock Plans would increase by 100% (and the exercise prices of
outstanding options would correspondingly decrease by 50%). If the authorized
number of shares of Common Stock were not increased, the Company would not have
enough authorized but unissued shares of Common Stock to effect such a stock
dividend as described. Were such a stock split to be effected, the Share
Requirement would increase to 300,842,680 shares. Accordingly, following such a
stock dividend, the Company would have 400,000,000 authorized and 99,157,320
unissued, unreserved shares of Common Stock available pursuant to the amended
Certificate.
Possible Effects of the Proposed Amendment
If the stockholders approve the proposed Amendment, the Board of
Directors may cause the issuance of additional shares of Common Stock without
further vote of the stockholders except as provided under Delaware corporate law
or under the rules of any national securities exchange on which shares of Common
Stock of the Company are then listed. Under the Certificate, the Company's
stockholders do not have preemptive rights to subscribe to additional securities
which may be issued by the Company, which means that current stockholders do not
have a prior right to purchase any new issue of capital stock of the Company in
order to maintain their proportionate ownership of the Common Stock. In
addition, if the Board of Directors elects to issue additional shares of Common
Stock, such issuance could have a dilutive effect on the earnings per share,
voting power and shareholdings of current stockholders.
In addition to the corporate purposes discussed above, the proposed
Amendment could, under certain circumstances, have an anti-takeover effect,
although this is not the intent of the Board of Directors. For example, it may
be possible for the Board of Directors to delay or impede a takeover or transfer
of control of the Company by causing such additional authorized shares of Common
Stock to be issued to holders who might side with the Board of Directors in
opposing a takeover bid that the Board of Directors determines is not in the
best interests of the Company and its stockholders. The Amendment therefore may
have the effect of discouraging unsolicited takeover attempts. By potentially
discouraging initiation of such an unsolicited takeover attempt, the proposed
Amendment may limit the opportunity for the Company's stockholders to dispose of
their shares of Common Stock at the higher price generally available in takeover
attempts or that may be available under a merger proposal. The proposed
Amendment may have the effect of permitting the Company's
current management, including the current Board of Directors, to retain its
position, and place it in a better position to resist changes that stockholders
may wish to make if they are dissatisfied with the conduct of the Company's
business. However, the Board of Directors is not aware of any attempt to take
control of the Company and the Board of Directors has not presented this
proposal with the intent that it be utilized as a type of anti-takeover device.
Required Vote; Recommendation of the Board of Directors
With respect to the amendment of the Certificate, the affirmative vote
of a majority of shares outstanding as of the Record Date and entitled to vote
on the matter is necessary for approval. Broker "non-votes" and abstentions will
have the same effect as a vote against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE
COMPANY'S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
3. Other Business
The Board of Directors does not know of any other business to be
presented at the Annual Meeting of Stockholders. If any other matters properly
come before the meeting, however, it is intended that the persons named in the
enclosed form of Proxy will vote said Proxy in accordance with their best
judgment.
DIRECTORS MEETINGS AND COMPENSATION
Directors Meetings
The Board of Directors held six meetings during the year ended December
31, 2000. The Audit Committee, which currently consists of Messrs. Bekenstein,
Caldwell and Salice, oversees the activities of the Company's independent
auditors, recommends the engagement of independent auditors, and performs
certain other functions pursuant to its charter, a copy of which is attached to
this proxy statement. The Compensation Committee, which currently consists of
Messrs. Conard, Salice and Miller, approves the compensation of executives of
the Company, makes recommendations to the Board of Directors with respect to
standards for setting compensation levels and administers the Company's
incentive plans. There is no standing nominating committee. During fiscal year
2000, each of the Company's directors participated in excess of 75% of the
aggregate of the meetings of the Board of Directors and the meetings of
committees of the Board of Directors of which such director was a member. During
fiscal year 2000, the Compensation Committee and the Audit Committee each met
two times.
Report of the Audit Committee of the Board of Directors
The Company has a qualified Audit Committee of the Board of Directors. The Audit
Committee, in conjunction with management and the independent accountants,
focuses on the following items:
1. The adequacy of Company internal controls,
2. The appropriateness of Company financial reporting and accounting
processes,
3. The independence and performance of the Company's independent
auditors and
4. Company compliance with laws and regulations.
The Board of Directors has adopted a written charter setting out more
specifically the functions that the Committee is to perform. A copy of the
charter is attached to this Proxy as Exhibit B. The Committee held two meetings
during the fiscal year ended December 31, 2000. The Directors who serve on the
Committee are all "independent" as defined under the listing standards of the
New York Stock Exchange. Company management has primary responsibility for the
financial statements and reporting processes. The Company's independent
auditors, PricewaterhouseCoopers L.L.P.
(PricewaterhouseCoopers), audit the annual financial statements and are
responsible for expressing an opinion on their conformity with generally
accepted accounting principles. The Committee hereby reports for the period
ended December 31, 2000 that:
1. It has reviewed and discussed the Company's audited financial
statements for the period ended December 31, 2000 with management,
2. It has discussed with PricewaterhouseCoopers those matters required
to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees,
3. It has received from and discussed with PricewaterhouseCoopers
their written disclosures and letter required by Independence
Standards Board Standard No. 1, Independence Discussions with the
Audit Committee and
4. It has considered whether and determined that the provision of non-
audit services to the Company by PricewaterhouseCoopers was
compatible with maintaining auditor independence.
Based on the items reported above, the Audit Committee recommended to the Board
of Directors that the Company's audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
for filing with the Securities and Exchange Commission.
Mr. Joshua Bekenstein Mr. Philip Caldwell Mr. Thomas P. Salice
Audit Fees:
The aggregate fees for the fiscal year ended December 31, 2000 by the
Company's principal accounting firm, PricewaterhouseCoopers LLP, were as
follows:
Audit Fees $346,000
Financial Information Systems / Design and Implementation Fees None
All Other Fees
Statutory Audit Fees $258,000
Tax compliance and Tax Projects $430,000
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Total Other Fees $688,000
Compensation of Directors
Directors who are full-time employees of the Company receive no
additional compensation for serving on the Board of Directors or its committees.
In 2000, outside Directors each received a retainer of $20,000 for the year,
$1,000 for each Board meeting attended, $750 for each committee meeting
attended; and, on January 2, 2001 outside directors received, with respect to
services performed in 2000, an annual grant of 4,000 stock options under the
Company's 1996 Non-Employee Director Stock Option Plan. For services performed
in the year 2001, outside Directors each will receive a retainer of $20,000 for
the year (other than the Chairman who, if an outside Director, will receive an
annual fee of $30,000), $1,000 for each Board meeting attended, $750 for each
committee meeting attended and an annual grant of 4,000 stock options under the
1996 Non-Employee Director Stock Option Plan. All directors are reimbursed for
expenses incurred in connection with their attendance at meetings.
MANAGEMENT COMPENSATION
Summary Compensation Table
The following Summary Compensation Table discloses, for the fiscal
years indicated, individual compensation information on Mr. Berthiaume and the
four other most highly compensated executive officers (collectively, the "named
executives") who were serving as executive officers at the end of fiscal year
2000.
Long Term
Annual Compensation Compensation
----------------------------------- ------------
Securities
Underlying All Other
Salary Bonus Options Compensation
Name and Principal Position Fiscal Year ($) ($) (#) ($)
--------------------------- ----------- ------- ---------- ------------ ---------------
Douglas A. Berthiaume................................ 2000 530,000 927,500(1) 100,000 21,188(2)(3)(4)
Chairman, President and Chief 1999 500,006 635,250(5) 140,000 38,105(7)
Executive Officer 1998 450,008 645,750(6) 200,000 36,179(7)
Arthur G. Caputo..................................... 2000 265,000 320,650(1) 50,000 12,640(2)(3)(4)
Senior Vice President, 1999 240,006 244,560(5) 80,000 16,159(7)
Worldwide Sales and Marketing 1998 210,002 272,160(6) 120,000 15,902(7)
Thomas W. Feller (8)................................. 2000 230,000 278,300(1) 0 15,249(2)(3)
Senior Vice President, 1999 214,994 219,085(5) 0 13,023(7)
E-Business Initiative 1998 199,992 259,200(6) 120,000 17,511(7)
John R. Nelson....................................... 2000 275,000 332,750(1) 50,000 19,910(2)(3)(4)
Senior Vice President, 1999 249,990 254,750(5) 80,000 17,125(7)
Research, Development and 1998 220,012 285,120(6) 120,000 16,441(7)
Engineering
Philip S. Taymor..................................... 2000 265,000 320,650(1) 50,000 18,455(2)(3)(4)
Senior Vice President, Finance 1999 240,006 244,560(5) 80,000 15,628(7)
and Administration and 1998 210,002 272,160(6) 120,000 15,307(7)
Chief Financial Officer
-----------
(1) Reflects bonus earned under the Company's Management Incentive Plan in
2000 which was paid in 2001 and a supplemental management bonus as
follows: Mr. Caputo $29,150, Mr. Feller $25,300, Mr. Nelson $30,250 and
Mr. Taymor $29,150.
(2) Includes amounts contributed for the benefit of the named executive
under the Waters 401(k) Restoration Plan in 2000 as follows: Mr.
Berthiaume $13,454, Mr. Caputo $6,727, Mr. Feller $10,414, Mr. Nelson
$13,537 and Mr. Taymor $12,862.
(3) Includes amounts contributed for the benefit of the named executive
under the Waters Employee Investment Plan in 2000 as follows: Mr.
Berthiaume $4,316, Mr. Caputo $4,707, Mr. Feller $4,835, Mr. Nelson
$4,696 and Mr. Taymor $4,707.
(4) Includes amounts contributed for the benefit of the named executive
under group term life insurance coverage in 2000 as follows: Mr.
Berthiaume $3,418, Mr. Caputo $1,206, Mr. Nelson $1,677 and Mr. Taymor
$886.
(5) Reflects bonus earned under the Company's Management Incentive Plan in
1999 which was paid in 2000.
(6) Reflects bonus earned under the Company's Management Incentive Plan in
1998 which was paid in 1999.
(7) Reflects amounts contributed for the benefit of the named executive in
1999 and 1998, respectively, under the Waters 401(k) Restoration Plan,
the Waters Employee Investment Plan and for group term life insurance
coverage.
(8) Mr. Feller is scheduled to retire in fiscal year 2001.
Option Grants In Fiscal Year 2000
The following table shows information regarding stock option grants to the
named executives in fiscal year 2000:
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation For
Individual Grants 10-year Option Term
---------------------------------------------- -----------------------------------------
Number Of Percent Of
Securities Total
Underlying Options Exercise
Options Granted To Employees Price Expiration
Name Granted (#)(1) In Fiscal Year ($/SH) Date 5% ($) 10% ($)
---- -------------- -------------- -------- ---------- ---------- -----------
Douglas A. Berthiaume... 100,000 5.77% $72.0625 12/07/10 $4,531,972 $11,484,907
Arthur G. Caputo........ 50,000 2.89% $72.0625 12/07/10 $2,265,986 $ 5,742,453
Thomas W. Feller........ 0
John R. Nelson.......... 50,000 2.89% $72.0625 12/07/10 $2,265,986 $ 5,742,453
Philip S. Taymor........ 50,000 2.89% $72.0625 12/07/10 $2,265,986 $ 5,742,453
-----------
(1) Each option becomes exercisable with respect to 20% of the shares
subject to the option on each of December 7, 2001, December 7, 2002,
December 7, 2003, December 7, 2004 and December 7, 2005.
Aggregated Option Exercises, Holdings and Year End Values for Fiscal Year 2000
The following table shows information regarding (i) the number of
shares of Common Stock acquired upon exercise by the named executives of stock
options in 2000 and the value realized thereby and (ii) the number and value of
any unexercised stock options held by such executives as of December 31, 2000:
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the Money Options at
Acquired on Value Options at FY-End (#) FY-End closing price of $83.50
Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
------------ ------------ ------------------------- ------------------------------
Douglas A. Berthiaume............. 650,000 $40,139,961 4,390,160/434,800 $347,975,637/$23,121,133
Arthur G. Caputo.................. 400,000 $23,708,612 971,024/246,800 $ 75,330,534/$13,498,951
Thomas W. Feller.................. 650,972 $34,476,348 112,800/132,800 $ 7,781,250/$ 9,059,076
John R. Nelson.................... 574,536 $32,387,218 920,304/246,800 $ 71,301,845/$13,498,951
Philip S. Taymor.................. 400,000 $20,520,695 660,040/246,800 $ 50,629,075/$13,498,951
Waters Corporation Retirement Plans
Substantially all full-time United States employees of Waters
participate in the Waters Corporation Retirement Plan (the "Retirement Plan"), a
defined benefit pension plan intended to qualify under Section 401(a) of the
Internal Revenue Code (the "Code"). The Retirement Plan is a cash balance plan
whereby each participant's benefit is determined based on annual pay credits and
interest credits made to each participant's notional account. In general, a
participant becomes vested under the Retirement Plan upon completion of five
years of service. The normal retirement age under the plan is age 65.
Pay credits range from 4.0% to 9.5% of compensation, depending on the
participant's amount of compensation and length of service with the Company.
Compensation refers to pension eligible earnings of the participant (limited to
$170,000 for 2000), which includes base pay, overtime, certain incentive
bonuses, commissions and pre-tax deferrals, but excludes special items such as
stock awards, moving expense reimbursements and employer contributions to
retirement plans. Interest credits are based on the one year constant maturity
Treasury bill rate on the last day of the preceding plan year plus 0.5%, subject
to a 5% minimum and a 10% maximum rate.
The Company also maintains a non-qualified, supplemental plan which
provides benefits that would be paid by the Retirement Plan except for
limitations on pensionable pay and benefit amounts currently imposed by the
Code.
The aggregate estimated annual benefit payable from the Retirement Plan
and supplemental plan combined to Messrs. Berthiaume, Caputo, Feller, Nelson and
Taymor upon normal retirement is $185,000, $110,000, $40,000, $71,000 and
$141,000, respectively. As of December 31, 2000, Messrs. Berthiaume, Caputo,
Feller, Nelson and Taymor had approximately 20, 23, 24, 24 and 20 years of
credited service, respectively, under the Retirement Plan.
The aggregate estimated annual normal retirement benefits are based on
actual 2000 eligible compensation, including bonus paid in 2000. Future eligible
compensation is assumed to equal January, 2001 rate of pay and future interest
credits are assumed to be 5.0%.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Mr. Edward Conard, Mr.
Thomas Salice and Mr. William Miller. Prior to the Company's initial public
offering, each of Mr. Conard and Mr. Salice also served as an officer of the
Company.
Compensation Committee Report
The Compensation Committee of the Board of Directors is responsible for
administering the compensation of senior executives of the Company and is
comprised of three independent non-employee directors.
The Compensation Committee's compensation philosophy is to focus
management on achieving financial and operating objectives which provide
long-term stockholder value. The Company's executive compensation programs are
designed to align the interest of senior management with those of the Company's
stockholders. There are three key components of executive compensation: base
salary, senior management incentive bonus (annual incentive), and long-term
performance incentive. It is the intent of these programs to attract, motivate
and retain senior executives. It is the philosophy of the Compensation Committee
to allocate a significant portion of cash compensation to variable
performance-based compensation in order to reward executives for high
achievement.
Base Salary
The base salaries for senior executives are reviewed annually by the
Compensation Committee. Salaries are based upon a combination of factors
including past individual performance, competitive salary levels and an
individual's potential for making significant contributions to future Company
performance. Increases to senior executives' base salaries in fiscal year 2000
were determined by the Compensation Committee after subjective consideration of
the Company's financial performance in fiscal year 1999, individual position and
responsibilities, and general and industry market surveys for comparable
positions.
Annual Incentive
The Management Incentive Plan is the variable pay program for officers
and other senior executives of the Company. The purpose of the Management
Incentive Plan is to provide added motivation and incentive to senior executives
to achieve operating results based on operating budgets established at the
beginning of the fiscal year. The Compensation Committee evaluates the audited
results of the Company's performance against previously established performance
targets in order to determine the individual bonuses under the Management
Incentive Plan. The Company achieved a level of performance required to pay
bonuses for fiscal year 2000 based upon overall Company performance.
In addition, the Compensation Committee made a small supplemental bonus
payment to certain senior executives in recognition of the outstanding
performance of Waters Corporation during 2000.
1996 Long-Term Performance Incentive Plan
Stock options are an important component of senior executive
compensation and the 1996 Long-Term Performance Incentive Plan has been designed
to motivate senior executives and other key employees to contribute to the
long-term growth of stockholder value. Under the 1996 Long-Term Performance
Incentive Plan and the 1994 Amended and Restated Stock Option Plan, stock
options were granted to the Company's senior executives and other key
individuals. The Compensation Committee authorizes awards under the plan based
upon recommendations from the Company's Chief Executive Officer.
Other Compensation
The Company's senior executives are also eligible to participate in
other compensation plans that are generally offered to other employees, such as
the Company's investment and savings plan, retirement plan, the employee stock
purchase plan and the supplemental employee retirement plan.
Chief Executive Compensation
Mr. Berthiaume's 2000 annual base salary was based on the Compensation
Committee's evaluation of the Company's overall performance and the salaries and
compensation practices of peer companies of comparable size. After considering
these factors, the Compensation Committee elected to increase Mr. Berthiaume's
annual base salary for fiscal year 2000 to $530,000. Under the Management
Incentive Plan, the Compensation Committee awarded Mr. Berthiaume a bonus of
$927,500 for fiscal year 2000 based upon the Company's performance as compared
to pre-established criteria and targets. Mr. Berthiaume received a stock option
grant of 100,000 shares based on the subjective consideration described under
the 1996 Long Term Performance Incentive Plan.
Limit on Deductible Compensation
The Compensation Committee has considered the application of Section
162(m) of the Internal Revenue Code to the Company's compensation practices.
Section 162(m) generally limits the tax deduction available to public companies
for annual compensation paid to senior executives in excess of $1 million unless
the compensation qualifies as performance-based compensation. The annual cash
compensation paid to individual executives during fiscal year 2000 (excluding
exempt performance-based compensation) did not reach the $1 million threshold.
It is believed that payments under the Management Incentive Plan and the stock
incentive plans of the Company qualify as performance-based compensation. The
Compensation Committee does not believe any further action is necessary in order
to comply with Section 162(m). From time to time, the Compensation Committee
will reexamine the Company's compensation practices and the effect of Section
162(m).
Mr. Edward Conard Mr. William Miller Mr. Thomas Salice
Performance Graph
The following graph compares the cumulative total return on $100
invested as of December 29, 1995 (the last day of public trading of the Common
Stock in fiscal year 1995) through December 29, 2000 (the last day of public
trading of the Common Stock in fiscal year 2000) in the Common Stock of the
Company, the NYSE Market Index and the SIC Code 3826 Index. The return of the
indices is calculated assuming reinvestment of dividends during the period
presented. The Company has not paid any dividends since its initial public
offering. The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN SINCE
DECEMBER 29, 1995, AMONG WATERS CORPORATION,
NYSE MARKET INDEX AND SIC CODE 3826--LABORATORY ANALYTICAL INSTRUMENTS
--------------------------------- FISCAL YEAR ENDING -------------------------------
COMPANY/INDEX/MARKET 12/29/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/29/2000
Waters Co 100.00 166.44 208.91 478.08 580.82 1830.14
Analytical Instruments 100.00 119.67 141.97 178.27 288.43 453.27
NYSE Market Index 100.00 120.46 158.48 188.58 206.49 211.42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below sets forth certain information regarding beneficial
ownership of Common Stock as of March 19, 2001, by each person or entity known
to the Company who owns of record or beneficially five percent or more of the
Common Stock, by each named executive officer and director nominee and all
executive officers and director nominees as a group.
Percentage of
Number of Shares Outstanding
Name Of Common Stock(1) Common Stock(1)
---- ------------------ ---------------
5% Stockholders
Putnam Investments, Inc.................................................... 10,241,062 7.85%
One Post Office Square
Boston, Massachusetts 02109
FMR Corp................................................................... 8,235,204 6.31%
82 Devonshire Street
Boston, Massachusetts 02109
Directors and Executive Officers
Douglas A. Berthiaume (2)(3)............................................... 6,974,648 5.17%
Arthur G. Caputo (2)(11)................................................... 1,352,525 1.03%
Thomas W. Feller (2)(4).................................................... 459,852 *
John R. Nelson (2)......................................................... 928,604 *
Philip S. Taymor (2)(5)(6)................................................. 706,120 *
Joshua Bekenstein (2)(7)(8)................................................ 17,069 *
Michael J. Berendt, Ph.D. (2).............................................. 2,400 *
Philip Caldwell (2)(7)(8)(9)............................................... 122,683 *
Edward Conard (2)(7)(10)................................................... 14,931 *
Dr. Laurie H. Glimcher (2)................................................. 6,100 *
William J. Miller (2)(7)(10)............................................... 8,909 *
Thomas P. Salice (2)(7)(8)(10)............................................. 6,277 *
All Directors and Executive Officers as a group (15 persons)............... 12,934,629 9.32%
* represents less than 1% of the total.
1. Figures are based upon 130,439,242 shares of Common Stock outstanding
as of March 19, 2001. The figures assume exercise by only the
stockholder or group named in each row of all options for the purchase
of Common Stock held by such stockholder or group which are exercisable
within 60 days of March 19, 2001.
2. Includes share amounts which the named individuals have the right to
acquire through the exercise of options which are exercisable within 60
days of March 19, 2001 as follows: Mr. Berthiaume 4,390,160, Mr. Caputo
871,024, Mr. Feller 112,800, Mr. Nelson 845,304, Mr. Taymor 460,040,
Mr. Bekenstein 8,800, Mr. Berendt 2,400, Mr. Caldwell 8,800, Mr. Conard
8,800, Dr. Glimcher 6,100, Mr. Miller 6,400 and Mr. Salice 2,400.
3. Includes 69,000 shares held by Mr. Berthiaume's wife, 876,314 shares
held in a family trust, 26,950 shares held in Mr. Berthiaume's 401K
Plan and 5,524 shares held in the GST Trust account. Mr. Berthiaume
disclaims beneficial ownership for the shares held by his wife and the
shares held in the GST Trust account. The trustees of the GST Trust are
his spouse and another reporting person of the Company.
4. Includes 79,668 shares held by Mr. Feller's wife, for which shares he
disclaims beneficial ownership.
5. Includes 77,420 shares held by Mr. Taymor's wife, for which shares he
disclaims beneficial ownership.
6. Reporting person was named a trustee of a trust established by another
reporting person of the Company.
7. Reporting person elected to receive deferred compensation in the form
of phantom stock: Mr. Bekenstein 4,269 shares, Mr. Caldwell 6,755
shares, Mr. Conard 6,131 shares, Mr. Miller 2,509 shares and Mr. Salice
3,877 shares.
8. Member of the Audit Committee.
9. Includes 107,128 shares held in trust for Mr. Caldwell's wife, for which
shares he disclaims beneficial ownership.
10. Member of the Compensation Committee.
11. Includes 57 shares held in Mr. Caputo's 401K Plan account and 1,840 shares
held by his daughters, for which shares he disclaims beneficial ownership.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employment Agreements
None of the executive officers have employment agreements with the
Company or any of its affiliates. None of them have any agreements entitling
them to termination or severance payments upon a change in control of the
Company, nor a change in the named executive's responsibilities following a
change of control. However, each of the named executive officers is party to a
Management Subscription Agreement with the Company, pursuant to which each named
executive officer has purchased shares of Common Stock. Each executive officer
is also the grantee of certain stock options from the Company under one or more
Stock Option Agreements. Pursuant to the terms of such agreements, the stock
purchased under such agreements or available upon exercise of the options may be
subject to repurchase by the Company at the end of such executive's employment
with the Company. The Management Subscription Agreements and the Stock Option
Agreements also impose certain additional restrictions upon the executive,
including confidentiality obligations, assignment of the benefit of inventions
and patents to the Company, a requirement that the executive devote his or her
exclusive business time to the Company, and noncompete restrictions which extend
in certain cases, depending on the basis on which his or her employment is
terminated, for a period of up to 24 months following his or her termination
date.
Loans to Executive Officers
The Company has made loans, in an aggregate principal amount of $2,342,332
to certain executive officers of the Company. These loans are full recourse
loans and are secured by a pledge of certain of the shares of Common Stock owned
by such executive officers. In 1998, Thomas W. Feller, Senior Vice President, E-
Business Initiative, repaid loans amounting to $280,442. In 1999, Douglas A.
Berthiaume, Chairman, President and Chief Executive Officer repaid loans
amounting to $743,858 and John R. Nelson, Senior Vice President, Research,
Development and Engineering repaid loans amounting to $233,712. In 2000, Brian
K. Mazar, Senior Vice President, Human Resources and Investor Relations repaid
loans amounting to $282,472 and Devette Russo, Senior Vice President,
Chromatography Consumables Division, repaid loans amounting to $240,940. In
2001, Philip S. Taymor, Senior Vice President and Chief Financial Officer and
Arthur Caputo, Senior Vice President, Worldwide Sales and Marketing, each repaid
loans amounting to $280,454. The payments by these executive officers repaid in
full the outstanding principal amounts and accrued interest.
Indemnification of Directors and Officers
The Company has entered into agreements to provide indemnification for its
directors and executive officers in addition to the indemnification provided for
in the Certificate and Amended and Restated Bylaws.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
The federal securities laws require the Company's directors and
officers, and persons who own more than ten percent of the Common Stock, to file
with the Securities and Exchange Commission, the New York Stock Exchange and the
Secretary of the Company initial reports of ownership and reports of changes in
ownership of the Common Stock.
To the Company's knowledge, based solely on review of the copies of
such reports and written representations furnished to the Company that no other
reports were required, all but one of the Company's officers, directors and
greater-than-ten-percent beneficial owners made all required filings during the
fiscal year ended December 31, 2000. Thomas Salice completed a series of
transactions in August 2000. Reports for transactions in that series were filed
on a timely basis except for one inadvertent omission which was subsequently
corrected.
STOCKHOLDER PROPOSALS
Proposals of stockholders to be presented at the 2002 Annual Meeting of
Stockholders must be received by the Secretary of the Company by December 2,
2001 to be considered for inclusion in the Company's Proxy Statement and form of
proxy relating to that meeting. It is anticipated that the 2002 Annual Meeting
will be scheduled on or about May 3, 2002.
EXHIBIT A
---------
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
WATERS CORPORATION
WATERS CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify, pursuant to
Section 242 of the General Corporation Law of the State of Delaware, that:
FIRST: The name of the Corporation is Waters Corporation.
SECOND: The Certificate of Incorporation of the Corporation was originally
filed with the Secretary of State of Delaware on December 6, 1991.
THIRD: The Second Amended and Restated Certificate of Incorporation, as
amended, of the Corporation is further amended to effect a change in Article
FOURTH thereof, relating to the authorized capital stock of the Corporation,
accordingly the first paragraph of Article FOURTH of the Second Amended and
Restated Certificate of Incorporation shall be amended to read in its entirety
as follows:
The total number of shares of all classes which the Corporation
shall have the authority to issue is Four Hundred Five Million
(405,000,000) shares, all with a par value of One Cent ($.01) per
share, of which Five Million (5,000,000) shares shall be designated
as Preferred Stock, and Four Hundred Million (400,000,000) shares
shall be designated as Common Stock.
FOURTH: This amendment of the Second Amended and Restated Certificate of
Incorporation has been duly adopted by the vote of the Board of Directors of the
Corporation, at a duly called Regular Meeting of the Board, and thereafter duly
adopted by the vote of the Corporation's stockholders at the Annual Meeting of
Stockholders.
FIFTH: This amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Waters Corporation has caused this certificate to be
signed by Douglas A. Berthiaume, its Chairman, President and Chief Executive
Officer, and attested by Victor J. Paci, its Secretary, as of this day of May,
2001.
WATERS CORPORATION
By:
Chairman, President and
Chief Executive Officer
ATTEST:
By:
Secretary
EXHIBIT B
---------
AUDIT COMMITTEE CHARTER
OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
PURPOSE
-------
The purpose of the Audit Committee is to assist the Board of Directors in
ensuring that management is maintaining internal controls adequate to provide
reasonable assurance that assets are safe-guarded, transactions are properly
executed and recorded, generally accepted accounting principles are consistently
applied, and that there is compliance with corporate policies for conducting
business. The Committee shall perform such functions, exercise such powers, and
consult with such persons as may be required to fulfill the responsibilities of
the Committee or additional responsibilities, which may be delegated to it from
time to time by the Board of Directors.
COMPOSITION
-----------
The Committee shall consist of no fewer than three members of the Board of
Directors independent of management and free from any relationship that, in the
opinion of the Board of Directors, would interfere with the members' exercise of
independent judgment, as prescribed by the applicable laws, regulations and
rules of the Securities and Exchange Commission (SEC) and New York Stock
Exchange (NYSE). All members of the Committee shall have a working familiarity
with basic finance and accounting practices and a least one member of the Audit
Committee shall have accounting or related financial management expertise, as in
conformity with the applicable SEC and NYSE laws, regulations and rules. The
chairperson and members shall be appointed by the Board of Directors and shall
serve an annual term.
AUDIT COMMITTEE AUTHORITY AND SPECIFIC DUTIES
---------------------------------------------
The Audit Committee will meet periodically (normally two times annually) with
representatives of management and the external auditors to review, oversee,
approve, or take other action, as appropriate, with respect to various items
detailed below. The external auditors for the Corporation are ultimately
accountable to the Board of Directors of the Corporation and the Committee.
A. External Audit
--------------
1. Consider corporate management's recommendations regarding the
appointment of external auditors (or independent accountants
or independent auditors). The Committee shall select and
recommend to the Board of Directors for approval of the
engagement, on behalf of the Corporation, the independent
accountants to audit the books of account and other records of
the Corporation.
2. Review the proposed scope of the annual audit and significant
variations that arise in the course of the examination.
3. Review the external auditors' internal control letter and
responses by corporate management.
4. Approve fees related to the annual external audit and
subsequent variations.
5. Review the independence of the external auditors and ensure
that the auditors submit on a periodic basis to the Committee
a formal statement delineating all relationships between the
auditors and the
Corporation. The Committee shall actively engage in discussion
with the auditors with respect to any relationships or
services that may impact their objectivity and independence.
6. Review the performance of the external auditors.
B. Financial Reporting
-------------------
1. Review the accounting policies and practices and significant
judgments that may affect the financial statements of the
Corporation, and the selection made from among alternative
accounting treatments.
2. Consider changes in accounting standards that may
significantly affect financial reporting practices.
3. Review, with financial management and the independent
auditors, the Corporation's quarterly financial results prior
to the release of earnings and/or the filing or distribution
of the Corporation's quarterly financial statements. Discuss
any significant changes to the Corporation's accounting
principles and any items required to be communicated by the
independent auditors. The Chairman of the Committee (or an
alternate if necessary) may represent the entire Audit
Committee for purposes of this review.
4. Transmit to the Board of Directors, after the close of each
fiscal year, financial statements certified by such
independent accountants.
C. Controls
--------
1. Assess the effectiveness of the system of internal controls,
including the security of tangible and intangible corporate
assets and the security of computer systems and facilities.
2. Review any significant instances of employee defalcation and
violations of Corporate policies and procedures, including
compliance with environmental requirements.
At regularly scheduled meetings, and at any other times when they believe it
necessary, the external auditors, and senior financial management, will meet
with the Committee privately and confidentially to notify or advise it
concerning any circumstances which they believe require the special attention of
the Committee.
OTHER COMMITTEE ACTIVITIES
--------------------------
1. The Committee may, at its discretion, request management, the
external auditors, or other persons with specific competence,
including outside counsel, to undertake special projects or
investigations which it deems necessary to fulfill its
responsibilities.
2. The Committee will be informed by senior financial management of
the rationale for securing audits or second opinions from
accounting firms other than the Corporation's independent public
accountants.
3. The Committee will assess and review annually the adequacy of the
charter.
4. The Committee will provide its report required to be included in
the Corporation's annual proxy statement.
1444-PS-01
[LETTER HEAD]
Waters
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398
------------------ -----------------
Vote by Telephone Vote by Internet
------------------ -----------------
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Call Toll-Free on a Touch-Tone Phone confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683)
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement and Proxy Card. Statement and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877 PRX-VOTE (1-877-779-8683) For http://www.eproxyvote.com/wat
shareholders residing outside the United
States call collect on a touch-tone phone
1-201-536-8073.
3. Enter your 14-digit Voter Control Number 3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name. located on your Proxy Card above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
Your vote is important! Your vote is important!
call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/wat anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
DETACH HERE
[X]Please mark
votes as in
this example.
Please sign, date and return your proxy in the envelope provided even if you
plan to attend the meeting.
1. To elect a Board of Directors for the ensuing year and until their successors
are elected.
FOR AGAINST ABSTAIN
Nominees: (01) Joshua Bekenstein, (02) Michael J. Berendt, Ph.D., 2. To approve an amendment to [_] [_] [_]
(03) Douglas A. Berthiaume, (04) Philip Caldwell, (05) Edward Conard, the Company's Certificate of
(06) Laurie H. Glimcher, M.D., (07) William J. Miller and (08) Thomas Incorporation to increase the
P. Sallce number of shares of common stock,
$.01 par value per share, which
FOR [_] [_]WITHHELD the Company is authorized to issue
ALL FROM ALL from 200,000,000 to 400,000,000
NOMINEES NOMINEES shares
[_]____________________________________________ 3. To consider and act upon any other matters which may
For all nominees except as noted above properly come before the meeting or any adjournment
thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [_]
(If signing as attorney, executor, trustee or guardian,
please give your full title as such. If shares are held
jointly, each holder should sign.)
Signature:___________________________________ Date:______________ Signature:_____________________________ Date:________________
Waters
The Officers and Directors of Waters Corporation
cordially invite you to attend
the Annual meeting of Stockholders
to be held at Waters Corporation, 34 Maple Street,
Milford, Massachusetts on Thursday May 3, 2001 at 11:00 a.m.
Douglas A. Berthiaume
/s/ Douglas Berthiaume
Chairman, President and Chief Executive Officer
(FOR RECORDED DIRECTIONS TO WATERS, CALL 508 482-3314)
DETACH HERE
PROXY
WATERS CORPORATION
FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 3, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Douglas A. Berthiaume and Philip S. Taymor,
and each or either of them, as the true and lawful attorneys of the undersigned,
with full power of substitution and revocation, and authorizes them, and each of
them, to vote all the shares of capital stock of the Corporation which the
undersigned is entitled to vote at said meeting and any adjournment thereof upon
the matters specified below and upon such other matters as may be properly
brought before the meeting or any adjournment thereof, conferring authority upon
such true and lawful attorneys to vote in their discretion on such other matters
as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS AND
FOR THE PROPOSAL IN ITEM 2, AND AUTHORITY WILL BE DEEMED GRANTED UNDER ITEM 3.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE