Item 9A. 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. 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 disclosure controls and procedures as of December 31, 2020. 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, 2020.
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, 2020, 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, 2020.
We excluded Canopy Biosciences, LLC and SmartTip B.V. from our assessment of internal control over financial reporting as of December 31, 2020 because they were acquired by the Company in business combinations during 2020. The total assets and total revenues of Canopy Biosciences, LLC and SmartTip B.V., wholly-owned subsidiaries, collectively represent 0.2% and 0.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2020.
PricewaterhouseCoopers LLP, our independent registered public accounting firm has audited the effectiveness of our internal control over financial reporting as of December 31, 2020, as stated in their report which is included herein.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B OTHER INFORMATION
None.
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PART III
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 2021 Annual Meeting of Stockholders.
ITEM 11 EXECUTIVE COMPENSATION
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 2021 Annual Meeting of Stockholders.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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 2021 Annual Meeting of Stockholders.
Securities Authorized For Issuance Under Equity Compensation Plans
The following table summarizes information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2020:
Number of Securities
Remaining Available
for Future Issuance
Number of Securities
Under Equity
to be Issued
Weighted ‑ Average
Compensation
Upon Exercise of
Exercise Price of
Plans (excluding
Outstanding Options,
Outstanding Options,
securities reflected
Plan Category
Warrants and Rights
Warrants and Rights
in column (a))
Equity compensation plans approved by security holders
2,661,228
$
29.65
6,599,781
Equity compensation plans not approved by security holders
N/A
N/A
N/A
2,661,228
$
29.65
6,599,781
The Bruker Corporation 2016 Incentive Compensation Plan, or the 2016 Plan, was approved by our stockholders in May 2016. The 2016 Plan has a term of ten years and provides for the issuance of up to 9,500,000 shares of our common stock. With the approval of the 2016 Plan, no additional grants can be made from our 2010 Incentive Compensation Plan. Outstanding awards under the 2010 Incentive Compensation Plan will continue in accordance with their terms.
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ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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 2021 Annual Meeting of Stockholders.
ITEM 14 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 2021 Annual Meeting of Stockholders.
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PART IV
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.
(3) Exhibits
(b) List of Exhibits
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Description
Form
Filing Date
3.1
Restated Certificate of Incorporation of Bruker Corporation
Form 10-K
March 27, 2020
3.2
Amended and Restated Bylaws of Bruker Corporation
Form 10-Q
August 8, 2020
4.1
Specimen Stock Certificate Representing Shares of Common Stock of Bruker Corporation
Form 10-K
March 1, 2017
4.2
Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934
Form 10-K
March 27, 2020
10.1
†
Bruker Corporation 2010 Incentive Compensation Plan
Schedule 14A
April 14, 2010
10.2
†
Bruker Corporation 2010 Incentive Compensation Plan Form of Incentive Stock Option Agreement
Form 10-Q
August 9, 2010
10.3
†
Bruker Corporation 2010 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement
Form 10-Q
August 9, 2010
10.4
†
Bruker Corporation 2010 Incentive Compensation Plan Form of Restricted Stock Agreement
Form 10-Q
August 9, 2010
10.5
†
Bruker Corporation 2016 Incentive Compensation Plan
Schedule 14A
April 22, 2016
10.6
†
Bruker Corporation 2016 Incentive Compensation Plan Form of Incentive Stock Option Agreement
Form 10-Q
August 9, 2019
10.7
†
Bruker Corporation 2016 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement
Form 10-Q
August 9, 2019
10.8
†
Bruker Corporation 2016 Incentive Compensation Plan Form of Restricted Stock Unit Agreement
Form 10-Q
August 9, 2019
10.9
†
Bruker Corporation 2016 Incentive Compensation Plan Form of Director Restricted Stock Unit Agreement
Form 10-K
March 1, 2017
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Incorporated by Reference
Exhibit
Number
Description
Form
Filing Date
10.10
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. as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent
Form 8-K
May 25, 2011
10.11
*
Note Purchase Agreement, dated January 18, 2012
Form 8-K
January 19, 2012
10.12
First Amendment to the Note Purchase Agreement, date January 18, 2012
Form 10-Q
August 7, 2020
10.13
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
Form 8-K
October 29, 2015
10.14
†
Bruker Corporation 2019 Short-Term Incentive Compensation Program
Form 8-K
February 21, 2019
10.15
†
Offer Letter, dated March 17, 2018, by and between the Company and Gerald N. Herman
Form 10-Q
May 10, 2018
10.16
†
Offer Letter, dated June 4, 2018, by and between the Company and Gerald N. Herman
Form 10-Q
August 9, 2018
10.17
†
Contract of Employment, dated May 1, 2018, by and between the Company and Falko Busse
Form 10-Q
August 9, 2018
10.18
†
Employment Offer Letter Agreement, dated June 25, 2012, by and between the Company and Juergen Srega
Form 10-Q
May 9, 2013
10.19
†
Managing Director Employment Contract, dated as of June 28, 2012, by and between Bruker Daltonik GmbH and Juergen Srega, as amended pursuant to the Supplement to the Managing Director Employment Contract, dated as of December 12, 2019
Form 10-K
March 27, 2020
10.20
†
Form of Indemnification Agreement of Officers and Directors
Form 8-K
February 11, 2019
10.21
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
Form 10-Q
November 4, 2019
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Incorporated by Reference
Exhibit
Number
Description
Form
Filing Date
10.22
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. and U.S. 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
Form 8-K
December 12, 2019
10.23
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
Form 8-K
December 12, 2019
10.24
Note Purchase Agreement dated as of December 11, 2019
Form 8-K
December 12, 2019
10.25
First Amendment to the Note Purchase Agreement, dated as of December 11, 2019
Form 10-Q
August 7, 2020
21.1
**
Subsidiaries of the Company
23.1
**
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
24.1
**
Power of attorney (included on signature page hereto)
31.1
**
Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
**
Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
**
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
**
Inline XBRL Instance Document
101.SCH
**
Inline XBRL Taxonomy Extension Schema Document
101.CAL
**
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
**
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
**
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
**
Inline XBRL Taxonomy Extension Presentation Linkbase Document
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Incorporated by Reference
Exhibit
Number
Description
Form
Filing Date
104
**
The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 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.
† Designates management contract or compensatory plan or arrangement.
** Filed or furnished herewith.
No other instruments defining the rights of holders of long-term debt of the registrant or its subsidiaries have been filed as Exhibits because no such instruments met the threshold materiality requirements under Regulation S-K. 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.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRUKER CORPORATION
Date: March 1, 2021
By:
/s/ FRANK H. LAUKIEN, PH.D.
Name: Frank H. Laukien, Ph.D.
Title: President, Chief Executive Officer and Chairman
We, the undersigned officers and directors of Bruker Corporation, hereby severally constitute and appoint Frank H. 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.
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.
Name
Title
Date
/s/ FRANK H. LAUKIEN, PH.D.
President, Chief Executive Officer and Chairman
March 1, 2021
Frank H. Laukien, Ph.D.
(Principal Executive Officer)
/s/ GERALD N. HERMAN
Chief Financial Officer and Vice President
March 1, 2021
Gerald N. Herman
(Principal Financial Officer and Principal Accounting Officer)
/s/ BONNIE H. ANDERSON
Director
March 1, 2021
Bonnie H. Anderson
/s/ CYNTHIA M. FRIEND, PH.D.
Director
March 1, 2021
Cynthia Friend, Ph.D.
/s/ MARC A. KASTNER, PH.D.
Director
March 1, 2021
Marc A. Kastner, Ph.D.
/s/ WILLIAM A. LINTON
Director
March 1, 2021
William A. Linton
/s/ JOHN ORNELL
Director
March 1, 2021
John Ornell
/s/ RICHARD A. PACKER
Director
March 1, 2021
Richard A. Packer
/s/ ADELENE Q. PERKINS
Director
March 1, 2021
Adelene Q. Perkins
/s/ HERMANN REQUARDT, PH.D.
Director
March 1, 2021
Hermann Requardt, Ph.D.
/s/ ROBERT ROSENTHAL, PH.D.
Director
March 1, 2021
Robert Rosenthal, Ph.D.
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