BRKR Bruker Corporation

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): February 21, 2025

 

BRUKER CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware	000-30833	04-3110160
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File number)	Identification No.)

 

40 Manning Road

Billerica, MA 01821

(Address of principal executive offices) (Zip Code)

 

(978) 663-3660

(Registrant’s telephone number, including area code)

 

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 per share		BRKR		The Nasdaq Global Select Market

 

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. ☐

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Section 5 - Corporate Governance and Management

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

(d) Election of New Director

 

On February 18, 2025, the Board of Directors (the “Board”) of Bruker Corporation (the “Company”) approved an increase in the number of directors to expand the size of the Board by one director to a total of ten directors, with such additional director assigned to Class II, and appointed Laura Francis to fill the newly created vacancy on the Board, effective as of February 18, 2025. Ms. Francis will initially serve as a director until the 2026 Annual Meeting of Stockholders. The Board also approved Ms. Francis’ appointment to the Audit Committee of the Board, effective as of the 2025 Annual Meeting of Stockholders.

Ms. Francis’ compensation for her services as a director will be consistent with that of the other non-employee directors of the Company, as described in the Company’s definitive proxy statement with respect to the 2024 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 19, 2024. There are no other arrangements or understandings between Ms. Francis and any other person pursuant to which she was elected as a director, and Ms. Francis is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. Francis’ appointment is attached to this report as Exhibit 99.1.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(d)	Exhibits.
	Number		Description
	99.1		Press release dated February 21, 2025.
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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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.

	BRUKER CORPORATION (Registrant)
Date: February 21, 2025	By:	/s/ GERALD N. HERMAN
		Gerald N. Herman
		Executive Vice President and Chief Financial Officer

 

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Exhibit 99.1

 

Bruker Appoints Laura Francis to its Board of Directors

BILLERICA, Massachusetts - February 21, 2025 – Bruker Corporation (Nasdaq: BRKR) today announced that its Board of Directors has appointed Laura Francis to serve on its board as an independent director, effective as of February 18, 2025. Ms. Francis is also expected to join Bruker’s Audit Committee as a financial expert after Bruker’s annual shareholder meeting at the end of May 2025.

Laura Francis is the Chief Executive Officer and a Board Member of SI-BONE, Inc. (Nasdaq: SIBN), a medical device company solving musculoskeletal disorders of the sacropelvic anatomy. She was previously the Chief Financial Officer and Chief Operating Officer of the company. Prior to joining SI-BONE, Ms. Francis held other executive and leadership roles with public and private life science companies, including Bruker Corporation, as well as Auxogyn, now part of Progyny (Nasdaq: PGNY), and Promega Corporation. Earlier in her career, she was an Engagement Manager with McKinsey & Company and Audit Manager with Coopers & Lybrand, now PricewaterhouseCoopers.

Ms. Francis previously also was a board member of Shockwave Medical, Inc. (Nasdaq: SWAV), a medical device company, where she served as audit committee chair and compensation committee member. Ms. Francis earned a B.B.A. in Accounting and Finance from the University of Wisconsin and an M.B.A. from Stanford University. She is a Certified Public Accountant (inactive) in the State of California.

“I am honored to join the Board of Directors at Bruker Corporation, a company I deeply respect and had the privilege of serving as CFO earlier in my career,” said Ms. Francis. “I look forward to contributing to Bruker’s continued innovation and growth in the life sciences and diagnostics industries.”

Frank H. Laukien, chairman, president and CEO of Bruker Corporation stated: “On behalf of our board and entire company, we warmly welcome Laura to our board of directors. Her experience as a public company medtech CEO, along with her CFO and COO experience in both the medtech and life science tools industries is going to be very valuable in guiding Bruker’s profitable growth and strategy execution. Laura is an impressive and accomplished leader, and she is a wonderful addition to our board.”

About Bruker Corporation – Leader of the Post-Genomic Era

Bruker is enabling scientists and engineers to make breakthrough post-genomic discoveries and develop new applications that improve the quality of human life. Bruker’s high performance scientific instruments and high value analytical and diagnostic solutions enable scientists to explore life and materials at molecular, cellular, and microscopic levels. In close cooperation with our customers, Bruker is enabling innovation, improved productivity, and customer success in post-genomic life science molecular and cell biology research, in applied and biopharma applications, in microscopy and nanoanalysis, as well as in industrial and cleantech research, and next-gen semiconductor metrology in support of AI. Bruker offers differentiated, high value life science and diagnostics systems and solutions in preclinical imaging, clinical phenomics research, proteomics and multiomics, spatial and single-cell biology, functional structural and condensate biology, as well as in clinical microbiology and molecular diagnostics. For more information, please visit www.bruker.com.

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Forward-Looking Statements

Any statements contained in this press release which do not describe historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, those risk factors discussed from time to time in our filings with the Securities and Exchange Commission, or SEC. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our annual report on Form 10-K for the year ended December 31, 2023, as may be updated by our quarterly reports on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

Investor Contact:
Joe Kostka
Director, Investor Relations
Bruker Corporation
T: +1 (978) 313-5800
E: Investor.Relations@bruker.com
 

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v3.25.0.1

Document and Entity Information	Feb. 21, 2025
Cover [Abstract]
Entity Registrant Name	BRUKER CORPORATION
Amendment Flag	false
Entity Central Index Key	0001109354
Document Type	8-K
Document Period End Date	Feb. 21, 2025
Entity Incorporation State Country Code	DE
Entity File Number	000-30833
Entity Tax Identification Number	04-3110160
Entity Address, Address Line One	40 Manning Road
Entity Address, City or Town	Billerica
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01821
City Area Code	978
Local Phone Number	663-3660
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	BRKR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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