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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-01 · 57 added, 72 removed, 117 unchanged (52% of the section changed)

ITEM 9A CONTROLS AND PROCEDURES

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.

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, 2021.

4 unchanged sentences

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021.

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.

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.

PricewaterhouseCoopers LLP, our independent registered public accounting firm has audited the effectiveness of our internal control over financial reporting as of December 31, 2021, 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, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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

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

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

Weighted ‑ Average

Upon Exercise of

Exercise Price of

Plans (excluding

Outstanding Options,

securities reflected

Plan Category

Warrants and Rights

in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

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.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 15 EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a) Financial Statements and Schedules

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

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

Financial Statements

2 unchanged sentences

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

List of Exhibits

EXHIBIT INDEX

24 unchanged sentences

August 9, 2019

Incorporated by Reference

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

March 1, 2017

Incorporated by Reference

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.

10 unchanged sentences

February 21, 2019

Bruker Corporation 2022 Short-Term Incentive Compensation Program

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

24 unchanged sentences

August 7, 2020

First Amendment to Term Loan Agreement, dated as of May 12, 2021

August 5, 2021

Note Purchase Agreement dated as of December 7, 2021

December 8, 2021

Subsidiaries of the Company

11 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Incorporated by Reference

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)

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)

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.

1 unchanged sentence

BRUKER CORPORATION

March 1, 2021

February 28, 2022

LAUKIEN, PH.D.

3 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.

President, Chief Executive Officer and Chairman

March 1, 2021

Laukien, Ph.D.

(Principal Executive Officer)

/s/ GERALD N.

Chief Financial Officer and Vice President

March 1, 2021

(Principal Financial Officer and Principal Accounting Officer)

/s/ BONNIE H.

March 1, 2021

/s/ CYNTHIA M.

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

February 28, 2022

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

February 28, 2022

FRIEND, PH.D.

March 1, 2021

Cynthia Friend, Ph.D.

February 28, 2022

KASTNER, PH.D.

March 1, 2021

Kastner, Ph.D.

/s/ WILLIAM A.

March 1, 2021

/s/ JOHN ORNELL

March 1, 2021

/s/ RICHARD A.

March 1, 2021

/s/ ADELENE Q.

March 1, 2021

/s/ HERMANN REQUARDT, PH.D.

March 1, 2021

February 28, 2022

/ JOHN ORNELL

February 28, 2022

/ HERMANN REQUARDT, PH.D.

/s/ ROBERT ROSENTHAL, PH.D.

March 1, 2021

Hermann Requardt, Ph.D.

February 28, 2022

/ ROBERT ROSENTHAL, PH.D.

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