Bruker (BRKR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 21, 2026, with voting available online, by phone, or by mail.

• Proxy materials are distributed electronically to reduce costs, with printed copies available upon request.

• The meeting agenda includes director elections, an advisory vote on executive compensation, and ratification of the external auditor.

• Forward-looking statements caution about risks from supply chain, macroeconomic, regulatory, and competitive factors.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class II directors for terms expiring in 2029.

• An advisory vote will be held on 2025 executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 is on the agenda.

• Shareholders may submit proposals for the 2027 meeting by December 11, 2026.

Board of directors and corporate governance

• The board consists of 12 members divided into three classes, with a combined Chairman/CEO and a lead independent director.

• All directors except the CEO are independent per Nasdaq rules.

• Three standing committees: Audit, Compensation, and Nominating & Governance, each with defined charters and responsibilities.

• Board and committees met regularly in 2025, with high attendance rates.

• Director nominations consider experience, integrity, independence, and diversity of skills.