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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-02-28 · 57 added, 54 removed, 120 unchanged (48% of the section changed)

CONTROLS AND PROCEDURES

ITEM 9A CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e)

and 15d-15(e)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosures.

We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2022.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

We excluded SCI Instruments, SVXR, Inc.

and Molecubes NV from our assessment of internal control over financial reporting as of December 31, 2021 because they were acquired by the Company in business combinations during 2021.

The total assets and total revenues of SCI Instruments, SVXR, Inc.

and Molecubes NV, wholly-owned subsidiaries, collectively represent 1.9% and 0.4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

We excluded Prolab Instruments GmbH, PreOmics GmbH, PepSep Holding ApS, Optimal Industrial Automation and Technologies, IonSense, Inc., Inscopix, Inc., and Neurescence, Inc.

from our assessment of internal control over financial reporting as of December 31, 2022 because they were acquired by the Company in business combinations during 2022.

The total assets and total revenues of the acquired entities collectively represent 1.5% and 1.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

PricewaterhouseCoopers LLP, our independent registered public accounting firm has audited the effectiveness of our internal control over financial reporting as of December 31, 2022, as stated in their report which is included herein.

1 unchanged sentence

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9B OTHER INFORMATION

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The full text of our code of conduct, which applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Board of Directors is published on our Investor Relations website at www.bruker.com .

We intend to disclose future amendments to certain provisions of our Code, or waivers of such provisions granted to executive officers and directors, on the website within four business days following the date of such amendment or waiver.

The information required by this item of Form 10-K

is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2022 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

The information required by this item

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item of Form 10-K

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item of Form 10-K

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2023 Annual Meeting of Shareholders.

ITEM 11 EXECUTIVE COMPENSATION

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is PricewaterhouseCoopers LLP, New York, NY, PCAOB ID 238.

The information required by this item of Form 10-K

EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

Financial Statements and Schedules

ITEM 15 EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a) Financial Statements and Schedules

(1) Financial Statements

The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data.

(2) Financial Statement Schedules

The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data.

List of Exhibits

The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data.

(b) List of Exhibits

EXHIBIT INDEX

6 unchanged sentences

March 1, 2017

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

March 27, 2020

15 unchanged sentences

August 9, 2019

Incorporated by Reference

Bruker Corporation 2016 Incentive Compensation Plan Form of Director Restricted Stock Unit Agreement

March 1, 2017

Amended and Restated Credit Agreement, dated as of May 24, 2011, by and among the Company, Bruker AXS GmbH, Bruker Daltonik GmbH, Bruker Optik GmbH, Bruker Physik GmbH, Bruker BioSpin Invest AG, Bruker BioSpin AG and Bruker BioSpin International AG, the other foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Deutsche Bank Securities Inc., Commerzbank Ag, New York, Grand Cayman And Stuttgart Branches and RBS Citizens, National Association, as Co-Documentation Agents, Bank of America, N.A.

Bruker Corporation Employee Stock Purchase Plan

BioSpin AG and Bruker BioSpin International AG, the other foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Deutsche Bank Securities Inc., Commerzbank Ag, New York, Grand Cayman And Stuttgart Branches and RBS Citizens, National Association, as Co-Documentation Agents, Bank of America, N.A.

as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent

3 unchanged sentences

August 7, 2020

Credit Agreement, dated October 27, 2015, by and among the Company and certain of its foreign subsidiaries as borrowers, Citizens Bank, N.A., Deutsche Bank Securities Inc.

and TD Bank, N.A., as Co-Documentation Agents, Bank of America, N.A.

and Wells Fargo Bank, National Association, as Co-Syndication Agents, JPMorgan Chase Bank, N.A., as Administrative Agent for itself and the other lenders party thereto, and the several banks or other financial institutions or entities from time to time party thereto as lenders

October 29, 2015

Bruker Corporation 2019 Short-Term Incentive Compensation Program

1 unchanged sentence

Bruker Corporation 2022 Short-Term Incentive Compensation Program

Offer Letter, dated March 17, 2018, by and between the Company and Gerald N.

Offer Letter, dated June 4, 2018, by and between the Company and Gerald N.

7 unchanged sentences

February 11, 2019

Purchase and Sale Agreement between Bruker Corporation and Frank Laukien and Dirk D.

Laukien as Trustees of 44 Manning Road Realty Trust and Umbrina Associates, dated October 31, 2019

November 4, 2019

Incorporated by Reference

Credit Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc.

14 unchanged sentences

December 8, 2021

First Amendment to Credit Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc.

and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A.

Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders

August 5, 2022

Second Amendment to Credit Agreement dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc.

and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD

November 4, 2022

Second Amendment to Term Loan Agreement dated December 11, 2019, by and among the Company and certain of its subsidiaries, and Bank of America, N.A.

as Administrative Agent, TD Bank, N.A.

and the other banks or other financial institutions or entities from time to time party thereto as lenders

November 4, 2022

Subsidiaries of the Company

11 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

The cover page from the Company’s Annual Report on Form 10-K

for the year ended December 31, 2021 has been formatted in Inline XBRL (included in Exhibit 101)

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 has been formatted in Inline XBRL (included in Exhibit 101)

* Certain portions have been omitted pursuant to an order granting confidential treatment and have been filed separately with the Securities and Exchange Commission.

3 unchanged sentences

The registrant agrees, however, to furnish a copy of any such instruments to the Commission upon request.

ITEM 16 FORM 10-K SUMMARY

Not Applicable.

7 unchanged sentences

Laukien, Ph.D.

to sign for us and in our names in the capacities indicated below, the report on Form 10-K

filed herewith and any and all amendments to such report, and to file the same, with all exhibits thereto and other documents in connection therewith, in each case, with the Securities and Exchange Commission, and generally to do all such things in our names and on our behalf in our capacities consistent with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.

to sign for us and in our names in the capacities indicated below, the report on Form 10-K filed herewith and any and all amendments to such report, and to file the same, with all exhibits thereto and other documents in connection therewith, in each case, with the Securities and Exchange Commission, and generally to do all such things in our names and on our behalf in our capacities consistent with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

LAUKIEN, PH.D.

Laukien, Ph.D.

President, Chief Executive Officer and Chairman (Principal Executive Officer)

February 28, 2023

Laukien, Ph.D.

/S/ GERALD N.

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

February 28, 2023

/S/ BONNIE H.

February 28, 2023

/S/ CYNTHIA M.

FRIEND, PH.D.

Cynthia Friend, Ph.D.

February 28, 2023

Cynthia Friend, Ph.D.

KASTNER, PH.D.

February 28, 2023

Kastner, Ph.D.

/S/ WILLIAM A.

February 28, 2023

/S/ Philip Ma

February 28, 2023

/ JOHN ORNELL

/S/ JOHN ORNELL

February 28, 2023

/S/ RICHARD A.

February 28, 2023

/S/ ADELENE Q.

February 28, 2023

/ HERMANN REQUARDT, PH.D.

/S/ HERMANN REQUARDT, PH.D.

February 28, 2023

Hermann Requardt, Ph.D.

/S/ ROBERT ROSENTHAL, PH.D.

February 28, 2023

Robert Rosenthal, Ph.D.

February 28, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures