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): February 11, 2009
BROOKS AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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0-25434
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04-3040660 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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15 Elizabeth Drive, Chelmsford, MA
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01824 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (978) 262-2400.
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On February 11, 2009, the Board of Directors of Brooks Automation, Inc. (the Company) approved an
amendment (the Amendment) to the employment agreement entered into between the Company and Robert
J. Lepofsky on September 30, 2007 (as amended, the Agreement). The Amendment, which is effective
as of January 1, 2009, (i) extends the termination date of the Agreement from September 30, 2009 to
December 31, 2010, (ii) adds Mr. Lepofskys Termination Date (as defined in the Agreement) as an
additional measurement date for purposes of vesting of Mr. Lepofskys Performance-Based Equity
Award and (iii) makes certain clarifying changes for purposes of Internal Revenue Code Section
409A. In addition, on February 11, 2009 the Board of Directors of the Company accepted Mr.
Lepofskys offer to reduce temporarily his base salary from an annual rate of $650,000 to an annual
rate of $550,000, effective as of February 11, 2009, for the balance of the fiscal year ending
September 30, 2009.
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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BROOKS AUTOMATION, INC.
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/s/ Thomas S. Grilk
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Thomas S. Grilk |
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Senior Vice President, General Counsel and
Secretary |
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Date: February 13, 2009