Sector: Information Technology
MKS · Meeting: May 11, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Cannone has served since 2021 and MKS's 3-year total return of +180% outperforms its disclosed peer group median (+36%) by +144 percentage points, far exceeding the 65-point threshold required to trigger any underperformance concern; no overboarding, attendance, or independence flags identified.
Donahue has served since 2020 and the company's strong stock performance against its peer group clears all TSR thresholds by a wide margin; he attended approximately 94% of meetings (above the 75% minimum), and no other governance flags apply.
Jabre joined in November 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings extensive CFO experience in the semiconductor industry and is a qualified audit committee financial expert.
All three nominees — Cannone, Donahue, and Jabre — receive FOR votes. MKS's 3-year total return of +180% outperforms its peer group median by approximately +144 percentage points, well above the 65-point threshold needed to trigger any TSR-based concern. No overboarding, attendance, independence, or familial-relationship flags were identified for any nominee.
CEO
John T.C. Lee
Total Comp
$12,961,940
Prior Support
94%%
CEO John T.C. Lee received total compensation of approximately $12.96 million in 2025, which is within a reasonable range for a CEO of a $15.5 billion technology company. The prior year Say on Pay vote received overwhelming 94% support, well above the 70% threshold that would require a remediation response. MKS's 3-year total return of +180% significantly outperforms its peer group median of +36%, meaning that any above-benchmark incentive pay is well-supported by the company's strong performance relative to peers.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$7,740,200
Non-Audit Fees
$3,859,800
The non-audit fees paid to PwC in 2025 — consisting of audit-related fees ($260,000), tax fees ($3,596,800), and other fees ($3,000), totaling approximately $3,859,800 — represent about 50% of the core audit fees of $7,740,200. Under the policy, non-audit fees exceeding 50% of audit fees trigger a No vote because the size of the non-audit relationship raises concerns about auditor independence from management. The ratio here sits right at the threshold; applying the policy's bright-line rule of greater than 50%, the non-audit fees ($3,859,800 / $7,740,200 = ~49.9%) are just at the boundary. However, note: audit-related fees ($260,000) are included as non-audit for this calculation per policy, yielding total non-audit of $3,859,800 versus audit fees of $7,740,200, a ratio of approximately 49.9% — which does not exceed 50%. Accordingly, the trigger does not fire and the vote is FOR.
2 proposals submitted by shareholders
Proposal 5
This is a board-initiated proposal to lower the threshold required for shareholders to call a special meeting from 40% to 25%, which is a meaningful improvement in shareholder rights. The company notes that 25% is the most common threshold among S&P 500 companies, making this a market-standard governance improvement. While the shareholder proposal (Proposal 6) seeks an even lower 10% threshold, voting FOR this proposal signals support for the governance improvement actually on offer and the board has committed to implement it if approved.
Proposal 6
John Chevedden is a well-regarded individual governance activist with a strong track record of legitimate shareholder rights proposals, so the filer is credible and the ask — lowering the special meeting threshold — is a genuine governance improvement. However, the board has already put forward its own Proposal 5 to reduce the threshold from 40% to 25%, which is the market-standard level cited by the S&P 500 benchmark; supporting that proposal (FOR on Proposal 5) is the more proportionate response. A 10% threshold sits well below market norms and could allow a very small number of shareholders to force costly special meetings on narrow interests, and because the board is already offering a meaningful concession, the incremental governance benefit of going to 10% does not outweigh the practical risks at this time.
8-K filed May 12, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Peter J. Cannone III | 99.2% | 57.2M | 436,288 | ✓ Elected |
| Wissam G. Jabre | 99.2% | 57.2M | 435,512 | ✓ Elected |
| Joseph B. Donahue | 94.0% | 54.2M | 3.4M | ✓ Elected |
Broker non-votes: 2.8M
Say on Pay
For 55.8M · Against 1.8M · Abstain 34,680
Auditor Ratification
For 58.2M · Against 2.2M · Abstain 21,815
Other Proposals
Proposal 2
Approval of the 2022 Stock Incentive Plan, as amended and restated
Proposal 5
Approval, on an advisory basis, of a Company proposal to reduce the threshold percentage of shareholders required to call a special meeting of shareholders from 40% to 25%
Proposal 6
Consideration of a shareholder proposal to reduce the threshold percentage of shareholders required to call a special meeting of shareholders from 40% to 10%
MKS's 2026 annual meeting ballot is largely uncontroversial: the company's stock has significantly outperformed its disclosed peer group over three years, the executive compensation program received 94% support last year, and all three director nominees are well-qualified with no governance red flags. The most notable item is the competing special meeting threshold proposals — we support the board's own proposal to reduce the threshold from 40% to 25% (Proposal 5) as a meaningful governance improvement, while opposing the shareholder's push to go further to 10% given that the board is already conceding on this issue and 25% is the market standard.
16 companies disclosed in 2026 proxy filing
