8-K
filed May 12, 2026, 4:15 PM ET
ticker MKSI
CIK 0001049502
other material
confidence high
sentiment neutral
materiality 0.10
MKS shareholders approve 6.2M share increase in 2022 Stock Incentive Plan
MKS INC
- Shareholders approved amended 2022 Stock Incentive Plan, increasing authorized shares by 6,200,000.
- Elected directors: Peter J. Cannone III, Joseph B. Donahue, Wissam G. Jabre (all >54M votes for).
- Advisory 'say-on-pay' passed with 55.8M for vs 1.8M against.
- Advisory vote to reduce special meeting threshold to 25% approved (51.7M for); 10% proposal rejected (18.8M for).
- Ratified PricewaterhouseCoopers as independent auditor for fiscal 2026.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MKS INC shareholders approved Approval of the 2022 Stock Incentive Plan, as amended and restated.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
(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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MKS INC shareholders approved 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%.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
(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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MKS INC shareholders approved Election of three Directors to serve for a one-year term and until their successors are elected.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
(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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MKS INC shareholders approved Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 at the 2026-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-12-31
Exact text from the filing
(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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
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 SEC, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the Proxy Statement for this meeting.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
(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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MKS INC shareholders rejected Consideration of a shareholder proposal to reduce the threshold percentage of shareholders required to call a special meeting of shareholders from 40% to 10%.
- Outcome
- failed
Exact text from the filing
(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.
View on SEC.gov
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