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BRKS > SEC Filings for BRKS > Form 8-K on 31-Jan-2013All Recent SEC Filings

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Form 8-K for BROOKS AUTOMATION INC


31-Jan-2013

Results of Operations and Financial Condition, Change in Directors or Princ


Item 2.02 Results of Operations and Financial Condition

On January 31, 2013, Brooks Automation, Inc. ("Brooks" or the "Company") announced via press release its financial results for the fiscal quarter ended December 31, 2012. A copy of the press release is attached hereto as Exhibit 99.1.

Limitation on Incorporation by Reference. The information in this Item 2.02 and in Item 9.01 of this Current Report, including the exhibits attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.



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

(b) On January 30, 2013, following discussions with senior management and the Board of Directors over the course of the preceding weeks, Martin S. Headley, the Company's Executive Vice President and Chief Financial Officer, notified the Company of his intention to retire. The Company and Mr. Headley have agreed in principle to the terms of, and are in the process of finalizing, a retention agreement pursuant to which Mr. Headley would remain in his role through the end of June 2013, during which time the Company expects to be able to name a successor.

The press release attached hereto as Exhibit 99.1 also includes the Company's announcement regarding Mr. Headley's decision to retire, and such information is incorporated herein by reference.



Item 5.07 Submision of Matters to a Vote of Security Holders

The Annual Meeting of the stockholders of Brooks Automation, Inc. (the "Company") was held on January 30, 2013. The stockholders elected each of the Company's nominees for director, approved the material terms of the Amended and Restated 2000 Equity Incentive Plan for compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended, approved, on an advisory basis the overall compensation of the Company's executive officers, and ratified the appointment of BDO USA, LLP as the Company's independent registered accounting firm for the 2013 fiscal year. The proposals below are described in detail in the Company's definitive proxy statement dated December 19, 2012. The results are as follows:

1. Election of Directors

                                    For           Withhold        Broker Non-Votes
       A. Clinton Allen           50,551,267         633,385              5,966,986
       Joseph R. Martin           50,654,964         529,688              5,966,986
       John K. McGillicuddy       50,679,601         505,051              5,966,986
       Krishna G. Palepu          49,636,700       1,547,952              5,966,986
       Kirk P. Pond               50,724,332         460,320              5,966,986
       Stephen S. Schwartz        50,854,234         330,418              5,966,986
       Alfred Woollacott, III     50,699,074         485,578              5,966,986
       Mark S. Wrighton           50,707,002         477,650              5,966,986
       Ellen M. Zane              50,708,629         476,023              5,966,986



2. Approval of material terms of the Amended and Restated 2000 Equity Incentive Plan for compliance with section 162(m) of the Internal Revenue Code of 1986, as amended

For Against Abstain Broker Non-Votes 43,759,110 7,391,971 33,571 5,966,986

3. Approval, on an advisory basis, of the overall compensation of the Company's executive officers

For Against Abstain Broker Non-Votes 50,203,883 797,734 183,035 5,966,986

4. Ratification of the selection of BDO USA, LLP as the independent registered accounting firm for the 2013 fiscal year

For Against Abstain Broker Non-Votes 53,824,602 3,238,191 88,845 -



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release issued on January 31, 2013 by Brooks Automation, Inc.


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