UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
(e) On February 9, 2026, the Board of Directors of MKS Inc. (the “Company”) adopted an amendment and restatement of the MKS Inc. 2022 Stock Incentive Plan (as amended and restated, the “Amended Plan”), subject to shareholder approval at the Company’s 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, held on May 11, 2026, the Company’s shareholders approved the Amended Plan to increase the number of shares of the Company’s common stock authorized for issuance under the Amended Plan by 6,200,000 shares and to reflect the Company’s name change in May 2025 from MKS Instruments, Inc. to MKS Inc. Other than the increase in the share reserve and updates to the Company’s name, the terms of the 2022 Stock Incentive Plan remain unchanged in the Amended Plan.
A description of the Amended Plan was set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 31, 2026 (the “Proxy Statement”) in the section titled “Proposal 2 – Approval of Amended and Restated 2022 Stock Incentive Plan”. The description of the Amended Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the Amended Plan, a copy of which is included herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following sets forth the results of voting by shareholders at the 2026 Annual Meeting:
(a) Election of three Directors to serve for a one-year term and until their successors are elected:
| Director Nominee |
Votes For | Votes Withheld | ||
| Peter J. Cannone III |
57,214,027 | 436,288 | ||
| Joseph B. Donahue |
54,218,941 | 3,431,374 | ||
| Wissam G. Jabre |
57,214,803 | 435,512 |
There were broker non-votes of 2,826,838 shares on this proposal.
(b) Approval of the 2022 Stock Incentive Plan, as amended and restated:
| Votes For |
Votes Against |
Votes Abstained | ||
| 56,266,577 | 1,347,761 | 35,977 |
There were broker non-votes of 2,826,838 shares on this proposal.
(c) Approval of compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the Proxy Statement for this meeting:
| Votes For |
Votes Against |
Votes Abstained | ||
| 55,786,344 | 1,829,291 | 34,680 |
There were broker non-votes of 2,826,838 shares on this proposal.
(d) Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:
| Votes For |
Votes Against |
Votes Abstained | ||
| 58,207,171 | 2,248,167 | 21,815 |
There were no broker non-votes for this proposal.
(e) Approval, on an advisory basis, of a Company proposal to reduce the threshold percentage of shareholders required to call a special meeting of shareholders from 40% to 25%:
| Votes For |
Votes Against |
Votes Abstained | ||
| 51,725,892 | 761,662 | 5,162,761 |
There were broker non-votes of 2,826,838 shares on this proposal.
(f) Consideration of a shareholder proposal to reduce the threshold percentage of shareholders required to call a special meeting of shareholders from 40% to 10%:
| Votes For |
Votes Against |
Votes Abstained | ||
| 18,775,304 | 38,812,405 | 62,606 |
There were broker non-votes of 2,826,838 shares on this proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1(1)* | 2022 Stock Incentive Plan, as amended and restated | |
| 10.2* | Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2022 Stock Incentive Plan, as amended and restated | |
| 10.3* | Form of Restricted Stock Unit Agreement for Employees under the 2022 Stock Incentive Plan, as amended and restated (Standard) | |
| 10.4* | Form of Restricted Stock Unit Agreement for Employees under the 2022 Stock Incentive Plan, as amended and restated (rTSR) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Management contract or compensatory plan arrangement |
| (1) | Incorporated by reference to the Registration Statement on Form S-8 (File No. 333-295747), filed with the Securities and Exchange Commission on May 11, 2026. |
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 INC. | ||||||
| Date: May 12, 2026 | By /s/ Kathleen F. Burke | |||||
| Name: Kathleen F. Burke | ||||||
| Title: Executive Vice President, General Counsel and Secretary | ||||||