Waters (WAT) Proxy filing summary

Executive summary

• Achieved industry-leading financial results in 2025, with 7% sales growth and 11% adjusted EPS growth, driven by innovation and broad-based geographic performance.

• Completed the strategic acquisition of BD's Biosciences & Diagnostic Solutions businesses in early 2026, expanding capabilities in genomics, diagnostics, and global reach.

• Integration of the acquired business is a top priority, with disciplined oversight and risk mitigation by the Board.

• Focused on advancing pioneering science, supporting life-saving therapies, food and water safety, and improved patient outcomes.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 11 directors, ratification of PwC as independent auditor for 2026, and a non-binding advisory vote on executive compensation.

• Proxy access allows eligible shareholders to nominate directors for inclusion in proxy materials.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board expanded to 11 members post-acquisition, with expertise in genomics, diagnostics, global markets, and manufacturing.

• 10 of 11 directors are independent; diversity includes 4 female directors and 3 ethnically diverse members.

• Board committees: Audit & Finance, Compensation, Nominating & Corporate Governance, Science & Technology—all independent.

• Annual Board and committee evaluations; no term limits or mandatory retirement age.

• Robust stock ownership guidelines for directors and executives.