BRKS 10-K Annual Report Sept. 30, 2023 | Alphaminr
Brooks Automation, Inc.
ALPHAMINR

BRKS 10-K Fiscal year ended Sept. 30, 2023

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BROOKS AUTOMATION, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Financial Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummarynoneItem 16. Form 10-k Summary

Exhibits

2.01* Asset Purchase Agreement, dated August 27, 2018, among the Company, Edwards Vacuum LLC, and for certain sections thereof, Atlas Copco AB (incorporated herein by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K, filed on November 29, 2018). 2.02 Amendment No. 1, dated as of February 12, 2019, to Asset Purchase Agreement dated as of August 27, 2018, among the Company, Edwards Vacuum LLC, and for certain sections, Atlas Copco AB (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on February 13, 2019). 2.03* Amendment No. 2, dated June 28, 2019, to Asset Purchase Agreement dated as of August 27, 2018, among the Company, Edwards Vacuum LLC, and for certain sections, Atlas Copco AB (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on July 5, 2019). 2.04* Equity Interest Purchase Agreement, dated as of September 20, 2021, by and between the Company and Altar BidCo, Inc. (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on September 21, 2021). 2.05 First Amendment to the Equity Interest Purchase Agreement, dated as of January 31, 2022, by and between the Company and Altar BidCo, Inc. (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on February 1, 2022). 2.06*+ Share Purchase Agreement, dated as of August 8, 2022, by and among Azenta, Inc., Azenta Luxembourg S. r.l. and B Medical Systems Holding S.A. (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on August 10, 2022). 3.01 Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit3.01 to the Companys Registration Statement on FormS-3 (Reg. No.333-189582), filed on June25, 2013). 3.02 Certificate of Amendment to the Certificate of Incorporation of the Company, effective as of December 1, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 1, 2021). 3.03 Amended and Restated Bylaws of the Company, effective as of August 7, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 10-Q filed on August 9, 2023). 4.02 Description of Securities. 10.01** Formof Indemnification Agreement for directors and officers of the Company (incorporated herein by reference to Exhibit 10.02 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 10.02** Employment Agreement, effective as of April5, 2010, by and between the Company and Stephen S. Schwartz (incorporated herein by reference to Exhibit10.01 to the Companys Quarterly Report on Form10-Q for the fiscal quarter ended March31, 2010, filed on May6, 2010). 10.03** Offer letter, dated September 5, 2013, between the Company and Lindon G. Robertson (incorporated herein by reference to Exhibit 10.03 of the Companys Annual Report on Form 10-K, filed on December 17, 2019). 10.04** Letter Agreement, dated June4, 2015, between the Company and Lindon G. Robertson (incorporated herein by reference to Exhibit10.4 to the Companys Current Report on Form8-K, filed on June9, 2015). 10.05** Offer Letter, dated June12, 2014 between the Company and David C. Gray (incorporated herein by reference to Exhibit10.1 to the Companys Quarterly Report on Form10-Q for the quarter ended December31, 2014, filed on February5, 2015). 10.06** Offer Letter, dated September 21, 2023, between the Company and Herman Cueto. 10.07** Separation Agreement, effective as of August 18, 2023, by and between the Company and Vandana Siriam (incorporated herein by reference to Exhibit 10.01 to the Companys Quarterly Report on Form 10-Q, filed on August 9, 2023). 10.08** Form of Non-Competition Agreement (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on June 9, 2015). 10.09** Form of Change in Control Agreement (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K, filed on June 9, 2015). 10.10** 2017 Employee Stock Purchase Plan (incorporated herein by reference to 10.1 to the Companys Current Report on Form 8-K filed on February 13, 2017). 10.11** 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on February 5, 2015). 10.12** 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on February 1, 2021). 10.13** Form of Restricted Stock Unit Award Notice under the 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit10.17 to the Companys Annual Report on Form10-K, filed on November 17, 2017). 10.14** Form of Restricted Stock Unit Award Notice under the 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit10.17 to the Companys Annual Report on Form10-K, filed on November 24, 2021). 10.15** Executive Performance-Based Variable Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the Companys Current Report on Form 8-K, filed on January 29, 2016). 10.16** Non-Employee Director Restricted Stock Unit Deferral Election Form under the 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.20 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 10.17** Non-Employee Director Restricted Stock Unit Deferral Election Form under the 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.21 to the Companys Annual Report on Form 10-K, filed on November 24, 2021). 10.18** Azenta,Inc. Amended and Restated Deferred Compensation Plan, as amended (incorporated herein by reference to Exhibit 10.21 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 10.19 Standard Commercial Lease (11 Elizabeth Drive, Chelmsford, Massachusetts), dated February 1, 2022, by and between Azenta, Inc. and Altar BidCo, Inc (incorporated herein by reference to Exhibit 10.01 to the Companys Current Report on Form 8-K, filed on February 1, 2022). 10.20 Accelerated Stock Repurchase Transaction, dated November 23, 2022, between the Company and JPMorgan Chase Bank, National Association (incorporated herein by reference to Exhibit 10.01 to the Company's 8-K, filed on November 23, 2022). 21.01 Subsidiaries of the Company. 23.01 Consent of PricewaterhouseCoopers LLP 31.01 Certification of the Companys Principal Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.02 Certification of the Companys Principal Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32 Certification of the Companys Principal Executive Officer and Principal Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.