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EX-10.1 - EXHIBIT 10.1 EMPLOYEE STOCK PURCHASE PLAN - Brooks Automation, Inc.exhibit1012017employeestoc.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2017
BROOKS AUTOMATION, INC.

(Exact Name of Registrant as Specified in Charter)
Delaware
 
0-25434
 
04-3040660
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)


15 Elizabeth Drive, Chelmsford, MA
 
01824
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (978) 262-2400
            
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) At the annual meeting of stockholders of the Company held on February 8, 2017 (the “2017 Annual Meeting”), the Company’s stockholders approved the 2017 Employee Stock Purchase Plan. The Board of Directors of the Company approved the 2017 Employee Stock Purchase Plan on November 9, 2016, subject to stockholder approval.
The 2017 Plan is intended to replace our 1995 Employee Stock Purchase Plan, as amended (the “1995 Plan”), which will be terminated at the expiration of the offering period in effect at the time of the stockholder approval of the 2017 Plan. The 2017 Plan will allow for the purchase by employees of up to 1,250,000 shares of Common Stock. If any right granted under the 2017 Plan terminates without having been exercised, the Common Stock not purchased under such right will again become available for issuance under the 2017 Plan.
The foregoing summary of the 2017 Employee Stock Purchase Plan is qualified in its entirety by reference to the detailed summary of the 2017 Employee Stock Purchase Plan set forth in the section “Proposal No . 3 - Approval of 2017 Employee Stock Purchase Plan” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on December 16, 2016 and to the full text of the 2017 Employee Stock Purchase Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of the stockholders of Brooks Automation, Inc. (the “Company”) was held on February 8, 2017. The stockholders elected each of the Company’s nominees for director; approved, by a non-binding advisory vote, the overall compensation of the Company’s named executive officers; approved the 2017 Employee Stock Purchase Plan; and, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the 2017 fiscal year. The proposals below are described in detail in the Company’s definitive proxy statement dated December 16, 2016. The results are as follows:

1.    Election of Directors
 
 
For
 
Withhold
 
Broker Non-Votes
A. Clinton Allen
 
58,453,586

 
582,430

 
5,548,829

Robyn C. Davis
 
58,609,536

 
426,480

 
5,548,829

Joseph R. Martin
 
58,478,302

 
557,714

 
5,548,829

John K. McGillicuddy
 
58,618,568

 
417,448

 
5,548,829

Krishna G. Palepu
 
58,619,270

 
416,746

 
5,548,829

Kirk P. Pond
 
58,604,437

 
431,579

 
5,548,829

Stephen S. Schwartz
 
58,654,682

 
381,334

 
5,548,829

Alfred Woollacott, III
 
58,656,813

 
379,203

 
5,548,829

Mark S. Wrighton
 
58,658,835

 
377,181

 
5,548,829

Ellen M. Zane
 
58,606,576

 
429,440

 
5,548,829


2.    Approval, by a non-binding advisory vote, of the overall compensation of the Company’s named executive officers

For
 
Against
 
Abstain
 
Broker Non-Votes
58,619,750
 
349,008
 
67,258
 
5,548,829

3.    Approval of the Company's 2017 Employee Stock Purchase Plan
For
 
Against
 
Abstain
 
Broker Non-Votes
58,924,273
 
61,161
 
50,582
 
5,548,829






4.    Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered accounting firm for the 2017 fiscal year
For
 
Against
 
Abstain
 
Broker Non-Votes
64,483,285
 
67,493
 
34,067
 

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1
Brooks Automation, Inc. 2017 Employee Stock Purchase Plan









SIGNATURE
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.

 
 
BROOKS AUTOMATION, INC.
 
 
 
 
 
/s/ Jason W. Joseph
Date: February 13, 2017
 
Jason W. Joseph
Vice President, General Counsel and Secretary








EXHIBIT INDEX

EXHIBIT
NUMBER
 
DESCRIPTION OF EXHIBITS
10.1
 
Brooks Automation, Inc. 2017 Employee Stock Purchase Plan