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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 30, 2024

Azenta, Inc.

(Exact name of registrant as specified in its charter)

Delaware

    

0-25434

    

04-3040660

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

(978) 262-2400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

AZTA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Item 5.07Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the stockholders of Azenta, Inc. (the “Company”) was held on January 30, 2024. The stockholders elected each of the Company’s nominees for director; approved, by a non-binding advisory vote, the overall compensation of the Company’s named executive officers; recommended, on an advisory basis, the frequency of holding an advisory vote on executive compensation of one year; and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the 2024 fiscal year. The proposals below are described in detail in the Company’s definitive proxy statement dated December 15, 2023, as supplemented by Supplement No. 1 dated January 11, 2024 and Supplement No. 2 dated January 17, 2024. The results are as follows:

1.

Election of Directors

Nominees

For

Withold

Broker
Non-Votes

Edward Bousa

48,072,463

2,061,389

2,276,501

Frank E. Casal

48,503,942

1,629,910

2,276,501

Robyn C. Davis

49,082,282

1,051,570

2,276,501

Didier Hirsch

49,866,149

267,703

2,276,501

Martin Madaus

47,247,939

2,885,913

2,276,501

Erica J. McLaughlin

48,281,569

1,852,283

2,276,501

Tina S. Nova

47,415,765

2,718,087

2,276,501

Michael Rosenblatt

49,537,175

596,677

2,276,501

Stephen S. Schwartz

49,625,351

508,501

2,276,501

2.

Approval, by a non-binding advisory vote, of the overall compensation of the Company’s named executive officers

For

Against

Abstain

Broker
Non-Votes

49,109,585

900,374

123,893

2,276,501

3.

To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation.

1 Year

2 Years

3 Years

Broker
Non-Votes

48,230,323

10,459

1,854,680

2,314,891

4.

Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered accounting firm for the 2024 fiscal year

For

Against

Abstain

52,209,022

164,934

36,397

The results of the shareholder vote with respect to the frequency of the advisory vote on executive compensation were consistent with the recommendation of the Company’s Board of Directors that such vote be held every year. Accordingly, the Company will hold an annual advisory say-on-pay vote until the next required vote on the frequency of shareholder votes on the compensation of executives.

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.

/s/ Jason W. Joseph

Date: February 1, 2024

Jason W. Joseph

Senior Vice President, General Counsel and Secretary

v3.24.0.1
Document and Entity Information
Jan. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 30, 2024
Entity Registrant Name Azenta, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 0-25434
Entity Tax Identification Number 04-3040660
Entity Address, Address Line One 200 Summit Drive
Entity Address, City or Town Burlington
Entity Address State Or Province MA
Entity Address, Postal Zip Code 01803
City Area Code 978
Local Phone Number 262-2400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol AZTA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000933974
Amendment Flag false

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