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): December 9, 2025
BRUKER CORPORATION
(Exact name of registrant as specified in its charter)
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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:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Common Stock, $0.01 par value per share |
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BRKR |
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The Nasdaq Global Select Market |
6.375% Mandatory Convertible Preferred Stock, Series A, $0.01 par value per share |
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BRKRP |
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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. ☐
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 December 8, 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 eleven directors, with such additional director assigned to Class III, and appointed Jack J. Phillips to fill the newly created vacancy on the Board, effective as of January 1, 2026. Mr. Phillips will initially serve as a director until the 2027 Annual Meeting of Stockholders.
Mr. Phillips’ compensation for his 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 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 11, 2025. There are no other arrangements or understandings between Mr. Phillips and any other person pursuant to which he was elected as a director, and Mr. Phillips is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
The Company will file an amended Form 8-K to disclose Mr. Phillips’ committee assignments once determined.
A copy of the press release announcing Mr. Phillips’ appointment is attached to this report as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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.
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BRUKER CORPORATION
(Registrant) |
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Date: December 9, 2025 |
By: |
/s/ GERALD N. HERMAN |
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Gerald N. Herman |
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Executive Vice President and Chief Financial Officer |