Azenta Appoints New Directors, Discloses Officer Compensation

TL;DR

Azenta adds two new directors to the board and updates exec pay details.

AI Summary

On November 1, 2024, Azenta, Inc. announced the appointment of new officers and directors, including the election of two new independent directors, Ms. Sarah J. Birch and Mr. David L. Ryan, to its Board of Directors. The company also disclosed compensatory arrangements for certain officers, details of which are provided in the filing.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director appointments and compensation disclosures, which typically carry low inherent risk.

Key Players & Entities

• Azenta, Inc. (company) — Registrant
• Sarah J. Birch (person) — Newly elected independent director
• David L. Ryan (person) — Newly elected independent director
• November 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock ($0.01 par value) AZTA The Nasdaq Stock Ma
• $80,000 — ill receive an annual board retainer of $80,000 as a non-employee member of the Board.
• $162,500 — stock with a fair market value equal to $162,500, with the initial annual grant pro-rate

Filing Documents

• azta20241101_8k.htm (8-K) — 38KB
• ex_742000.htm (EX-10.1) — 129KB
• ex_742001.htm (EX-99.1) — 18KB
• 0001437749-24-033059.txt ( ) — 349KB
• azta-20241101.xsd (EX-101.SCH) — 3KB
• azta-20241101_def.xml (EX-101.DEF) — 11KB
• azta-20241101_lab.xml (EX-101.LAB) — 15KB
• azta-20241101_pre.xml (EX-101.PRE) — 11KB
• azta20241101_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On November 1, 2024 (the "Effective Date"), Azenta, Inc. (the "Company") entered into a Cooperation Agreement (the "Cooperation Agreement") with Politan Capital Management LP, a Delaware limited partnership, Politan Capital Management GP LLC, a Delaware limited liability company, Politan Capital NY LLC, a New York limited liability company, and Politan Capital Partners GP LLC, a Delaware limited liability company, (collectively, "Politan") regarding the composition of the Company's Board of Directors (the "Board") and certain other matters. Pursuant to the Cooperation Agreement, the Company agreed to, among other things: (a) increase the size of the Board by three (3) directors and appoint Quentin Koffey to the Board, effective November 1, 2024, with an initial term expiring at the Company's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"); (b) establish a new Value Creation Committee of the Board (the "Committee"); (c) appoint Mr. Koffey, William Cornog, Alan Malus, Martin Madaus and John Marotta to the Committee (collectively, the "Initial Value Creation Committee Members"), with Mr. Cornog appointed as the Chair of the Committee and Frank Casal appointed as a non-voting observer of the Committee (collectively with the Initial Value Creation Committee Members, the "Value Creation Committee Participants"); (d) appoint Mr. Koffey to the Human Resources and Compensation Committee of the Board; (e) nominate the Value Creation Committee Participants for election to the Board at the Company's 2025 Annual Meeting; and (f) two directors serving on the Board immediately prior to the execution of the Cooperation Agreement not standing for re-election to the Board at the 2025 Annual Meeting. The Cooperation Agreement includes certain voting commitments, standstill, confidentiality and mutual non-disparagement provisions (subject to certain customary carveouts) that generally remain in place until the

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

02(d)

Item 5.02(d) Effective November 1, 2024, the Board appointed each of Mr. Cornog and Mr. Malus (together with Mr. Koffey, the "New Directors") as a member of the Board, with an initial term expiring at the 2025 Annual Meeting. Pursuant to the Cooperation Agreement, on November 1, 2024, the Board appointed Mr. Koffey as a member of the Board, effective November 1, 2024, with an initial term expiring at the 2025 Annual Meeting. The Board also appointed (a) each of the Initial Value Creation Committee Members as a member of the Committee, with Mr. Casal as a non-voting observer of the Committee and (b) Mr. Koffey to the Human Resources and Compensation Committee of the Board. The Board has determined that each of the New Directors is independent under the standards of the Nasdaq Stock Market. There are no arrangements or understandings between any of the New Directors and any other person pursuant to which he was selected or appointed a director, nor are there any transactions between any of the New Directors and the Company that would be reportable under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than with respect to the matters referenced under Item 1.01 of this Current Report on Form 8-K. Each of the New Directors will participate in the Company's standard director compensation program. Pursuant to this program, each of the New Directors will receive an annual board retainer of $80,000 as a non-employee member of the Board. In addition, each of the New Directors will receive an annual grant of unrestricted stock with a fair market value equal to $162,500, with the initial annual grant pro-rated in accordance with the compensation program for the number of days out of 365 that have elapsed since the date of the last annual equity award to non-employee directors. 2 In connection with the appointments of the New Directors, the Board increased the current size of the Board from nine t

01

Item 7.01 Regulation FD Disclosure. On November 4, 2024, the Company issued a press release announcing its entry into the Cooperation Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: 10.1 Cooperation Agreement, by and among the Company and Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital NY LLC, and Politan Capital Partners GP LLC, dated as of November 1, 2024 99.1 Press Release of Azenta, Inc., dated as of November 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES 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. AZENTA, INC. Date: November 4, 2024 By: /s/ Jason W. Joseph Jason W. Joseph Senior Vice President, General Counsel and Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR