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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-03-14 · 75 added, 119 removed, 127 unchanged (60% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.

The term “disclosure controls and procedures,”

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the Company’s disclosure controls and procedures were not effective because of the material weakness in our internal control over financial reporting described below.

Management’s Report on Internal Control over Financial Reporting

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our Chief Executive Office and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

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

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, we used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, due to the material weakness described below, management concluded that our internal control over financial reporting was not effective as of December 31, 2022.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Based on its assessment, our management concluded that a material weakness existed as of December 31, 2022.

We did not maintain sufficient information technology (“IT”) controls to prevent or detect, on a timely basis, unauthorized access to the Company’s financial reporting systems.

Specifically, we did not design and maintain effective controls with regard to our

financial reporting systems related to access authentication, intrusion detection and response capability, and backup and restoration such that recovery from a cybersecurity incident could be performed in a more timely manner.

This material weakness did not result in a misstatement to the annual or interim consolidated financial statements previously filed or included in this Annual Report on Form 10-K.

However, this material weakness could result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

We excluded Atotech, which we acquired in 2022, from our assessment of internal control over financial reporting as of December 31, 2022.

Atotech’s assets and net revenues represented approximately 13% and 15%, respectively, of the Company’s assets and net revenues, as of and for the year ended December 31, 2022.

Our internal controls over financial reporting as of December 31, 2022 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its attestation report, which appears in Item 8 of this Annual Report on Form 10-K.

Remediation Plan for Material Weakness in Internal Control over Financial Reporting

We have been actively addressing the identified material weakness.

Some remediation measures have been completed and actions with regard to our remediation plan are ongoing and include the following:

engaging security specialists to assist in the review, assessment and remediation of our IT controls;

strengthening access requirements and unauthorized access detection to our financial reporting systems;

implementing procedures to facilitate more timely restoration of our financial reporting systems.

Though the remediation plan is subject to continual review, we expect the remediation plan described above will address the identified material weakness.

The remediation plan is subject to oversight by the Audit Committee of our Board of Directors and the identified material weakness will not be considered remediated until the remediation plan has been fully implemented, the applicable controls operate for a sufficient period of time, and we have concluded that newly implemented controls are operating effectively.

Based on this evaluation, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective.

Our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which appears in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management concluded that a material weakness existed as of December 31, 2022, as previously disclosed in “Item 9A–Controls and Procedures of our Annual Report on Form 10-K for the year ended December 31, 2022, as we did not maintain sufficient information technology (“IT”) controls to prevent or detect, on a timely basis, unauthorized access to the Company’s financial reporting systems.

Specifically, we did not design and maintain effective controls with regard to our financial reporting systems related to access authentication, intrusion detection and response capability, and backup and restoration such that recovery from a cybersecurity incident could be performed in a more timely manner.

This material weakness did not result in a misstatement to the annual or interim consolidated financial statements previously filed or included in this Annual Report on Form 10-K.

However, it could have resulted in a material misstatement to the annual or interim consolidated financial statements that would not have been prevented or detected.

Subsequently, the Company has taken corrective action to remediate and address the IT control deficiencies that aggregated to the noted material weakness.

The Company added in its systems various new controls and enhanced existing controls to strengthen our cybersecurity.

Based on testing performed by management, implemented controls are designed to operate, and are operating, effectively and the material weakness has been remediated as of December 31, 2023.

Except for the changes noted above in connection with the initiatives to remediate the material weakness, there was no other change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Othe r Information

For the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a trading arrangement for the sale or purchase of Company securities that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Of ficers and Corporate Governance

The information required by this item will be set forth under the captions “Proposal One —

Election of Directors,”

“Directors,”

“Corporate Governance,”

“Executive Officers,”

“Corporate Governance —

Code of Business Conduct and Ethics”

and “Corporate Governance —

Board of Directors Meetings and Committees of the Board of Directors —

Audit Committee”

in our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and is incorporated herein by reference.

The information required by this item will be set forth under the captions “Proposal One — Election of Directors,” “Directors,” “Corporate Governance,” “Executive Officers,” “Corporate Governance — Code of Business Conduct and Ethics” and “Corporate Governance — Board of Directors Meetings and Committees of the Board of Directors — Audit Committee” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission (“SEC”) no later than 120 days after the end of our fiscal year, and is incorporated herein by reference.

We are also required under Item 405 of Regulation S-K to provide information concerning delinquent filers of reports under Section 16 of the Securities and Exchange Act of 1934, as amended.

This information will be set forth under the caption “Delinquent Section 16(a) Reports,”

if applicable, in our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and is incorporated herein by reference.

This information will be set forth under the caption “Delinquent Section 16(a) Reports,” if applicable, in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and is incorporated herein by reference.

Executi ve Compensation

The information required by this item will be set forth under the captions “Executive Officers,”

“Executive Compensation –

Compensation Discussion and Analysis,”

“Corporate Governance –

Board of Director Meetings and Committees of the Board of Directors –

Compensation Committee - Compensation Committee Interlocks and Insider Participation,”

“Compensation Committee Report”

and “Director Compensation”

in our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and, other than the information required by Item 402(v) of Regulation S-K, is incorporated herein by reference.

The information required by this item will be set forth under the captions “Executive Officers,” “Executive Compensation – Compensation Discussion and Analysis,” “Corporate Governance – Board of Director Meetings and Committees of the Board of Directors – Compensation Committee - Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Director Compensation” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and, other than the information required by Item 402(v) of Regulation S-K, is incorporated herein by reference.

Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters

The information required by Item 403 of Regulation S-K will be set forth under the caption “Security Ownership of Certain Beneficial Owners and Management”

The information required by Item 201(d) of Regulation S-K will be set forth under the caption “Equity Compensation Plan Information”

The information required by Item 403 of Regulation S-K will be set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K will be set forth under the caption “Equity Compensation Plan Information” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and is incorporated herein by reference.

Certain Relationships and Relate d Transactions and Director Independence

The information required by this item will be set forth under the captions “Corporate Governance –

Board Independence”

and “Corporate Governance –

Transactions with Related Persons”

The information required by this item will be set forth under the captions “Corporate Governance – Board Independence” and “Corporate Governance – Transactions with Related Persons” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and is incorporated herein by reference.

Principal Accou ntant Fees and Services

The information required by this item will be set forth under the caption “Audit and Financial Accounting Oversight —

Principal Accountant Fees and Services”

The information required by this item will be set forth under the caption “Audit and Financial Accounting Oversight — Principal Accountant Fees and Services” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and is incorporated herein by reference.

Exhibits and Fina ncial Statement Schedules

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Consolidated Balance Sheets at December 31, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Stockholders’

Equity for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

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The following consolidated financial statement schedule is included in this Annual Report on Form 10-K.

Schedule II –

Valuation and Qualifying Accounts

Schedule II – Valuation and Qualifying Accounts

Schedules other than those listed above have been omitted since they are either not required or information is otherwise included.

The following exhibits are filed as part of this Annual Report on Form 10-K.

Implementation Agreement, between the Registrant and Atotech Limited, dated as of July 1, 2021

Letter Agreement, by and among the Registrant, Atotech Limited and Atotech Manufacturing, Inc., dated October 29, 2021

Amendment to Implementation Agreement, dated April 1, 2022, by and among Atotech Limited, the Registrant and Atotech Manufacturing, Inc.

Restated Articles of Organization of the Registrant

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Credit Agreement, dated as of August 17, 2022, by and among the Registrant, the lenders and letter of credit issuers party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent

First Amendment to Credit Agreement, dated as of October 3, 2023, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender party thereto

Second Amendment to Credit Agreement, dated as of January 22, 2024, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender party thereto

Third Amendment to Credit Agreement, dated as of February 13, 2024, by and among the Registrant, as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender and letter of credit issuer party thereto

2022 Stock Incentive Plan

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Form of Restricted Stock Unit Agreement for Employees under the 2022 Stock Incentive Plan for 2023

Form of Restricted Stock Unit Agreement for Employees under the 2022 Stock Incentive Plan for 2024 (Standard)

Form of Restricted Stock Unit Agreement for Employees under the 2022 Stock Incentive Plan for 2024 (rTSR)

2014 Stock Incentive Plan

2014 Employee Stock Purchase Plan

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2014 Stock Incentive Plan

Form of Restricted Stock Unit Agreement for Employees under the 2014 Stock Incentive Plan

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Management Incentive Plan

Investor Rights Agreement, dated August 17, 2022, by and among the Registrant and the Carlyle Stockholders

Subsidiaries of the Registrant

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Dodd-Frank Compensation Recovery Policy

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Labels Linkbase Document

Inline XBRL Taxonomy Presentation Linkbase Document

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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(i) the Consolidated Balance Sheets;

(ii) the Consolidated Statements of Operations and Comprehensive Income;

(iii) the Consolidated Statements of Stockholders’

(ii) the Consolidated Statements of Operations and Comprehensive (Loss) Income;

(iii) the Consolidated Statements of Stockholders’ Equity;

(iv) the Consolidated Statements of Cash Flows;

and (v) the Notes to Consolidated Financial Statements.

The following materials from MKS Instruments, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, are formatted in XBRL (Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Stockholders’

Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on July 2, 2021.

(2) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No.

000-23621), filed with the Securities and Exchange Commission on February 28, 2022.

(3) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on April 1, 2022.

The following materials from MKS Instruments, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, are formatted in XBRL (Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive (Loss) Income, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

(1) Incorporated by reference to the Registration Statement on Form S-4 (File No.

333-49738), filed with the Securities and Exchange Commission on November 13, 2000.

(5) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No.

(2) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No.

000-23621), filed with the Securities and Exchange Commission on August 14, 2001.

(6) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No.

(3) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No.

000-23621), filed with the Securities and Exchange Commission on August 13, 2002.

(7) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

(4) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on May 6, 2014.

(8) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

(5) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

000-23621), filed with the Securities and Exchange Commission on February 28, 2020.

(9) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

(6) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on August 17, 2022.

(7) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on October 3, 2023.

(8) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on January 22, 2024.

(9) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on February 14, 2024.

(10) Incorporated by reference to the Registration Statement on Form S-8 (File No.

333-264817), filed with the Securities and Exchange Commission on May 10, 2022.

(11) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on May 11, 2022.

(12) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No.000-23621), filed with the Securities and Exchange Commission on February 26, 2019.

(13) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

(12) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

000-23621), filed with the Securities and Exchange Commission on March 14, 2023.

(13) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No.000-23621), filed with the Securities and Exchange Commission on February 26, 2019.

(14) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on October 24, 2013.

(14) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No.

(15) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No.

000-23621), filed with the Securities and Exchange Commission on May 8, 2018.

(15) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

(16) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on November 1, 2018.

(16) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

(17) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on November 20, 2019.

(17) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No.

(18) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No.

000-23621), filed with the Securities and Exchange Commission on August 3, 2016.

(18) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No.

(19) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No.

000-23621), filed with the Securities and Exchange Commission on August 7, 2019.

(19) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

(20) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on October 29, 2021.

(20) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.000-23621), filed with the Securities and Exchange Commission on February 23, 2021.

(21) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

(21) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.000-23621), filed with the Securities and Exchange Commission on February 23, 2021.

(22) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-23621), filed with the Securities and Exchange Commission on February 11, 2022.

MKS hereby files as exhibits to our Annual Report on Form 10-K those exhibits listed in Item 15(a) above.

MKS hereby files as exhibits to its Annual Report on Form 10-K those exhibits listed in Item 15(a) above.

Form 10-K Summary

7 unchanged sentences

Years ended December 31,

Valuation allowance on deferred tax assets:

Valuation allowance on deferred tax asset:

Years ended December 31,

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K for the fiscal year ended December 31, 2022 to be signed on its behalf by the undersigned, thereunto duly authorized on the 14th day of March 2023.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K for the fiscal year ended December 31, 2023 to be signed on its behalf by the undersigned, thereunto duly authorized on the 27th day of February 2024.

MKS INSTRUMENTS, INC.

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Chairman of the Board of Directors

March 14, 2023

February 27, 2024

/s/ John T.C.

1 unchanged sentence

(Principal Executive Officer)

March 14, 2023

February 27, 2024

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

March 14, 2023

February 27, 2024

/s/ Rajeev Batra

March 14, 2023

February 27, 2024

/s/ Joseph B.

March 14, 2023

February 27, 2024

/s/ Jacqueline F.

March 14, 2023

February 27, 2024

Jacqueline F.

/s/ Elizabeth A.

March 14, 2023

February 27, 2024

/s/ Michelle M.

March 14, 2023

/s/ Geoffrey Wild

March 14, 2023

Geoffrey Wild

February 27, 2024

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