MKS Inc. (MKSI)
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AGM 2020

May 11, 2020

Operator

Ladies and gentlemen, thank you for joining the MKS Instruments Inc. annual meeting. Your host for today is President Chief Executive John Lee. Mr. Lee, you may now begin.

John T.C. Lee
President and CEO, MKS Instruments

Good morning and welcome to the 2020 annual meeting of shareholders of MKS Instruments. I am John Lee, President Chief Executive Officer of MKS, and I will be presiding over this meeting. I welcome you and call the meeting to order. In light of the developments regarding the COVID-19 pandemic, I would like to say that our thoughts are with those affected by the virus in the U.S. and around the world. I would also like to take a moment to let you know that I cannot be more proud of the dedication, resilience, and hard work of the MKS team during such a challenging time. From the onset of the crisis, our team took swift action to ensure the safety and well-being of our global workforce, which remains our top priority.

We also remain steadfast in delivering on our customer commitments and overcoming the disruptions to our factories and supply chain partners. Due to the public health impact of COVID-19 and to support the health and well-being of our shareholders, employees, and communities, this year we are holding our annual meeting in an all-virtual format, and I'm pleased to have everyone join in this live webcast. We have designed this meeting to provide shareholders the same rights and opportunities to participate as they would at an in-person meeting. Before we get to the formal business of the meeting, I would like to make some introductions. Joining us at the meeting today are: Seth Bagshaw, our Senior Vice President, Chief Financial Officer and Treasurer, Kathleen Burke, our Senior Vice President, General Counsel and Secretary, Dave Ryzhik, Vice President of Investor Relations, Kevin Shea, partner at PricewaterhouseCoopers, our independent registered public accounting firm.

I will now turn the meeting over to Kathleen Burke, who will conduct the formal part of the meeting.

Kathleen F. Burke
EVP, General Counsel and Secretary, MKS Instruments

In order to conduct an orderly meeting, I call to your attention the rules of conduct posted on the virtual meeting website, which include information about participating in the meeting, including asking questions. Please note that various remarks we may make about future expectations, plans, and prospects for the company constitute forward-looking statements for the purpose of the Safe Harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our most recent annual report on Form 10-K and quarterly report on Form 10-Q, which are on file with the SEC. In addition, these forward-looking statements represent the company's expectations only as of today.

While the company may elect to update these forward-looking statements, it specifically disclaims any obligation to do so, and any such statements shall not be relied upon as representing the company's estimates or views as of any date subsequent to today. I have received an affidavit from the company's transfer agent, Broadridge Financial Solutions, Inc., certifying that the notice of the annual meeting and proxy statement were sent to all shareholders of record as of March 4, 2020, a copy of which will be included in the minutes of this meeting. Our first order of business at this meeting is to determine whether the shares represented at the meeting, either in person via this virtual meeting or by proxy, are sufficient to constitute a quorum for the purposes of transacting business. Holders of 54,871,406 shares of common stock are entitled to vote at this meeting.

There are present at this meeting, either in person or by proxy, a total of 51,462,419 shares of common stock, or approximately 94% of all shares entitled to vote at this meeting. Therefore, I declare that a quorum exists. I hereby declare the polls are now open for each matter to be voted upon today. If you have not yet voted, or if you previously voted by proxy and wish to change your vote, you may vote at any time until the polls close by clicking the vote voting button on the virtual meeting website and following the instructions there.

Turning now to the items to be voted on at this meeting, as indicated in the notice of meeting and accompanying documents that were made available to shareholders, the first matter to be voted on is the election of two Class III directors to serve until the 2023 annual meeting of shareholders and until their successors are duly elected and qualified. The two nominees for election are Joseph B. Donahue and Janice K. Henry. The next matter to be voted upon is the advisory vote to approve executive compensation. The proxy statement for this meeting contains the text of the resolution that shareholders are asked to approve. The final matter to be voted on is the ratification of the selection of PricewaterhouseCoopers LLP as the company's registered accounting firm for the current fiscal year.

If there are any questions on the proposals, they may be submitted on the virtual meeting website. If asking a question, please include your name and affiliation to the company. Seeing no questions, we'll move on to voting on the proposals. We will pause briefly to allow shareholders to vote if you haven't already done so. Now that everyone has had an opportunity to vote, the business items on the agenda for this meeting are complete and the polls are now closed. We will now have the preliminary report of the results of the meeting. For each of the two nominees for director, each of the two nominees for director has been elected as a Class II director. The advisory resolution approving executive compensation has been approved, with approximately 98% of the shares voting in favor of approval. The appointment of PricewaterhouseCoopers LLP has been ratified.

The final vote results will be included in the Form 10-K and the Form 8-K that will be filed within 4 business days after this meeting. As there is no further business to come before the meeting, I declare the formal part of this meeting adjourned. We will now use our remaining available time to answer any appropriate questions submitted by the shareholders.

John T.C. Lee
President and CEO, MKS Instruments

As there are no additional questions, the meeting is now adjourned.

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