MKS (MKSI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 11, 2026, with key items including director elections, approval of an amended stock incentive plan, advisory votes on executive compensation, auditor ratification, and proposals to lower the threshold for shareholders to call special meetings.

• Shareholders will vote on increasing the share reserve for the stock incentive plan, with the Board recommending approval to maintain competitive equity compensation.

• The Board recommends voting for all director nominees, the amended stock plan, executive compensation, auditor ratification, and the company proposal to lower the special meeting threshold to 25%, but against the shareholder proposal to lower it to 10%.

Voting matters and shareholder proposals

• Election of three directors for one-year terms as part of a transition to annual elections by 2028.

• Approval of the Amended and Restated 2022 Stock Incentive Plan, increasing the share reserve by 6.2 million shares.

• Advisory vote on executive compensation (say-on-pay), with prior strong shareholder support (94% in 2025).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Advisory vote to reduce the threshold for shareholders to call a special meeting from 40% to 25%.

• Shareholder proposal to reduce the threshold to 10%, which the Board opposes as too low and potentially disruptive.

Board of directors and corporate governance

• Board is transitioning from a classified to a fully declassified structure by 2028.

• All directors except the CEO are independent; roles of Chair and CEO are separated.

• Lead Director role is maintained for independent oversight.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent and active.

• Shareholders can communicate with the Board and recommend director candidates.