azta20241202_8k.htm
false 0000933974 0000933974 2025-01-30 2025-01-30
 
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, 2025
 
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)
 
(888) 229-3682
(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 2.02 Results of Operations and Financial Condition
 
On February 5, 2025, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the first quarter ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1.
 
Item 5.07 Submission of Matters to a Vote of Security Holders
 
The Annual Meeting of the stockholders of the Company was held on January 30, 2025. 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; and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the 2025 fiscal year. The proposals below are described in detail in the Company’s definitive proxy statement dated December 17, 2024. The results are as follows:
 
1.
Election of Directors
 
Nominees For Withhold Broker Non-Votes
       
Frank E. Casal
40,270,036
1,118,898
2,108,951
William L. Cornog
40,704,931
684,003
2,108,951
Robyn C. Davis
40,014,750
1,374,184
2,108,951
Dipal Doshi
40,704,986
683,948
2,108,951
Quentin Koffey
40,428,183
960,751
2,108,951
Martin Madaus
35,483,624
5,905,310
2,108,951
Alan J. Malus
40,436,417
952,517
2,108,951
John P. Marotta
40,714,271
674,663
2,108,951
Erica J. McLaughlin
40,883,928
505,006
2,108,951
Tina S. Nova
40,879,808
509,126
2,108,951
 
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
40,649,757
228,004
511,173
2,108,951
 
3.
Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered accounting firm for the 2025 fiscal year.
 
For
Against
Abstain
43,348,676
124,367
24,842
 
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
EXHIBIT
NUMBER
  
DESCRIPTION
     
99.1
  
Earnings press release issued on February 5, 2025 by Azenta, Inc.
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
SIGNATURE
 
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 5, 2025
Jason W. Joseph
 
Senior Vice President, General Counsel and Secretary