MKS (MKSI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will address director elections, amendments to the stock incentive plan, 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.

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

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).

• 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.

Board of directors and corporate governance

• Board is declassifying over three years, moving to annual elections by 2028.

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

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

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

• Board skills matrix emphasizes M&A, global business, financial literacy, and technology expertise.