MKS (MKSI) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 11, 2026, at the company headquarters in Andover, MA.

• Shareholders of record as of March 3, 2026, are eligible to vote on key proposals.

• Voting can be conducted online, by mail, by phone, or in person at the meeting.

Voting matters and shareholder proposals

• Election of three directors for one-year terms: Peter J. Cannone III, Joseph B. Donahue, and Wissam G. Jabre, with board recommendation to vote for all.

• Approval of the Amended and Restated 2022 Stock Incentive Plan recommended by the board.

• Advisory approval of executive compensation recommended by the board.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026 recommended by the board.

• Board proposal to reduce the shareholder threshold to call a special meeting from 40% to 25%, recommended for approval.

• Shareholder proposal to further reduce the threshold to 10%, recommended against by the board.

Board of directors and corporate governance

• Three director nominees are up for election to serve one-year terms.

• Board supports reducing the special meeting threshold to 25% but opposes a reduction to 10%.