---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-148206"
form_type: "8-K"
ticker: "MKSI"
cik: "0001049502"
company_name: "MKS INC"
filed_at: "2023-05-18T23:59:59+00:00"
generated_at: "2026-06-14T20:42:06.218391+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# MKS Instruments shareholders re-elect two directors, approve say-on-pay, ratify PwC

## Summary
- Re-elected Class III directors Peter J. Cannone III (58.5M for, 2.1M withheld) and Joseph B. Donahue (57.0M for, 3.6M withheld).
- Advisory say-on-pay proposal approved with 58.4M for, 2.0M against, 155k abstain.
- Shareholder advisory vote on frequency: one-year option received 60.0M votes; board adopted annual say-on-pay.
- Ratification of PricewaterhouseCoopers LLP as auditor for FY2023 approved with 61.6M for, 882k against.

## SEC filing metadata
- accession: 0001193125-23-148206
- form_type: 8-K
- ticker: MKSI
- cik: 0001049502
- company_name: MKS INC
- filed_at: 2023-05-18T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1049502/000119312523148206/0001193125-23-148206-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1049502/000119312523148206/d461459d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-148206
- JSON: https://secwatch.observer/filing/0001193125-23-148206.json
- Plain text: https://secwatch.observer/filing/0001193125-23-148206.txt

## Key facts
- Shareholder Votes
  MKS INC shareholders approved Approval of compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the Pr at the 2023-05-16 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: b) Approval of compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, 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 58,447,222 1,979,837 155,194 There were broker non-votes of 1,970,749 shares on this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1049502/000119312523148206/0001193125-23-148206-index.htm
- Shareholder Votes
  MKS INC shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-16 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: d) Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023: Votes For Votes Against Votes Abstained 61,642,801 882,305 27,896 There were no broker non-votes for this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1049502/000119312523148206/0001193125-23-148206-index.htm
- Shareholder Votes
  MKS INC shareholders approved Approval of a shareholder advisory vote on the frequency of advisory votes on executive compensation at the 2023-05-16 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: c) Approval of a shareholder advisory vote on the frequency of advisory votes on executive compensation: One Year Two Years Three Years Abstain 59,969,582 38,154 541,165 33,352 There were no broker non-votes for this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1049502/000119312523148206/0001193125-23-148206-index.htm
- Shareholder Votes
  MKS INC shareholders approved Election of two Class III Directors at the 2023-05-16 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: a) Election of two Class III Directors to serve for a three-year term and until their successors are elected: Director Nominee Votes For Votes Withheld Peter J. Cannone III 58,525,631 2,056,622 Joseph B. Donahue 56,987,072 3,595,181 There were broker non-votes of 1,970,749 shares on this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1049502/000119312523148206/0001193125-23-148206-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.