AZTA Azenta Inc

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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): May 7, 2024

Azenta, Inc.

(Exact name of registrant as specified in its charter)

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(978) 262-2400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 8, 2024, Azenta, Inc. (“Azenta” or the “Company”) announced that Dr. Stephen Schwartz informed the Company of his intention to retire from his position as President and Chief Executive Officer and a director of the Company after more than 14 years of service. Dr. Schwartz will continue to serve as President and Chief Executive Officer of the Company until such time a new successor is appointed, after which the Company intends to retain Dr. Schwartz as an advisor, ensuring a smooth transition. The Board of Directors of the Company (the “Board”) has initiated a search to identify the Company’s next Chief Executive Officer.

In connection with his retirement, Dr. Schwartz resigned as a director of the Company effective as of May 7, 2024, and the Board reduced the size of the Board from nine to eight members as of such time. Dr. Schwartz’s retirement and resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with his retirement and the services Dr. Schwartz will provide during the transition period, on May 8, 2024, the Company and Dr. Schwartz entered into a transition agreement (the “Transition Agreement”). The Transition Agreement provides that Dr. Schwartz will continue to serve as President and Chief Executive Officer in accordance with the terms of his Employment Agreement, dated April 5, 2010, with the Company (the “Employment Agreement”), as modified by the Transition Agreement, until the earlier of December 31, 2024, or the date that the Company’s successor Chief Executive Officer commences employment. In the event that the Company’s successor Chief Executive Officer does not commence employment by December 31, 2024, the Transition Agreement will automatically renew for successive thirty-day terms, unless either the Company or Dr. Schwartz elects not to renew by providing written notice no later than fifteen days prior to the expiration of the then current term of the Transition Agreement.

The Transition Agreement further provides that (a) during the term of the Transition Agreement, (i) Dr. Schwartz will continue to receive his current base salary and participate in the Company’s benefit plans and (ii) each of Dr. Schwartz’ outstanding equity awards will continue to vest and remain exercisable in accordance with their respective terms, (b) Dr. Schwartz remains eligible to receive an annual bonus for the Company’s 2024 fiscal year in an amount equal to and calculated in accordance with the Company’s Performance-Based Variable Compensation Plan, (c) any diminution of responsibilities or authority or reduction of base salary or material employee benefit shall not be considered “Good Reason” under the Employment Agreement or Dr. Schwartz’ Change in Control Agreement, dated June 4, 2015, with the Company (the “Change in Control Agreement”), (d) the payments set forth in the Transition Agreement supersede any severance benefits provided in the Employment Agreement and (e) the Employment Agreement and the Change in Control Agreement shall terminate at the end of the transition term. The Transition Agreement also contains customary releases of claims against the Company by Dr. Schwartz and mutual non-disparagement provisions.

The Company’s obligations to make the payments set forth in the Transition Agreement and enter into the consulting agreement described below shall terminate if the Employment Agreement is terminated (a) upon the death or Long-Term Disability (as defined in the Employment Agreement) of Dr. Schwartz, (b) by the Company with Cause (as defined in the Employment Agreement) or (c) by Dr. Schwartz for any reason.

Upon the appointment of a successor Chief Executive Officer, the Company and Dr. Schwartz intend to enter into a consulting agreement (the “Consulting Agreement”) for Dr. Schwartz to serve as an advisor to the Company until November 30, 2025. Pursuant to the Consulting Agreement, (a) the Company shall pay Dr. Schwartz (i) $66,250 per month through March 31, 2025 and (ii) $33,333.33 per month thereafter through the end of the consulting term and (b) each of Dr. Schwartz’ outstanding equity awards will continue to vest through the end of the consulting term and remain exercisable in accordance with their respective terms.

The foregoing descriptions of the Transition Agreement and the Consulting Agreement are not complete and are qualified in their entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report, and the Consulting Agreement, the form of which is included as an exhibit to the copy of the Transition Agreement filed as Exhibit 10.1 to this Current Report.

Item 7.01Regulation FD Disclosure.

On May 8, 2024, the Company issued a press release announcing Dr. Schwartz’s retirement. A copy of the press release is attached hereto as Exhibit 99.1.

Limitation on Incorporation by Reference. The information in Item 7.01 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report and the press release attached as an exhibit hereto, this Current Report and the press release may contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the Company’s Quarterly Report for the quarter ended March 31, 2024 under “Information Related to Forward-Looking Statements” when available.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

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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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EXHIBIT 10.1

TRANSITION AGREEMENT

This Transition Agreement (this “Agreement”) dated May 8, 2024 is between Azenta, Inc., a Delaware corporation (“Company”) and Stephen S. Schwartz (“Employee”).

WHEREAS, Employee currently serves as President and Chief Executive Officer of the Company (the “CEO”);

WHEREAS, Employee has announced Employee’s intention to retire as the Company’s CEO;

WHEREAS, the Company and Employee desire to effect a smooth transition of Employee’s responsibilities to the Company’s successor Chief Executive Officer;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the Company and Employee hereby agree as follows:

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Release:  This section of the Agreement is a release of legal claims.  Please carefully review this section with your attorney, or other trusted advisor, and do not sign this document unless you understand what this section says.

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[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, Employee and a duly authorized representative of the Company have executed this Agreement on the dates set forth below.

AZENTA, INC.

Agreed to and Accepted:

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EXHIBIT A

CONSULTING SERVICES AGREEMENT

Azenta, Inc., (“Azenta”), having offices at 200 Summit Drive, 6th Floor, Burlington, MA 01803 U.S.A., and the above-named party (“Consultant”) agree that the following terms and conditions shall solely and exclusively govern any and all Services to be provided by Consultant to Azenta.  This Agreement is effective as of the date of the last signature below (the “Effective Date”).

All services to be performed by Consultant under this Agreement, from time to time, (collectively, the “Services”) shall be as set forth on Schedule A attached hereto, which shall describe the work to be performed and related period of performance, rates, and any milestones.  The Services may be performed remotely from the Consultant’s premises.

This Agreement will remain in force from the Effective Date until November 30, 2025 (the “Term”), unless otherwise agreed in writing by the parties, and subject to Section 3 below.  The period of performance for the Services is set forth on Schedule A.

The parties hereby acknowledge and expressly agree that this Agreement may be terminated only in the following circumstances:

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For greater clarity, the parties hereby agree that in the event of the termination of this Agreement by Azenta prior to the expiry of the Term, without Cause or pursuant to clause (b) above, Azenta shall pay to the Consultant the monthly fees set out in Schedule A for the balance of the Term, payable in one lump sum as soon as administratively possible following the termination of the Agreement.

As consideration for the Services, payment to Consultant will be made as outlined in Schedule A.  All rates and charges for Services are exclusive of any and all sales, use, service or like taxes, however designated, that may arise from this Agreement, exclusive of taxes based upon Consultant’s net income.  All rates and charges for Services are also exclusive of any and all out-of-pocket expenses, which must be approved in advance and in writing by Azenta.  Upon termination of this Agreement, Azenta will pay Consultant for all Services performed and approved expenses incurred or committed to through the date of the termination in accordance with Schedule A, but all other rates and charges described in such Schedule will be excused.

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on behalf of, the other party, or to bind the other party in any respect whatsoever.  Consultant shall not do any act which might result in any third party believing the Consultant has the power to contract or incur any commitment on behalf of Azenta, or that the Consultant is the agent, employee, joint venturer with or partner of Azenta.

In order to perform the Services, either party may from time to time provide the other party certain information and data respecting its products or business.  Both parties agree to protect that information and data (“Confidential Information”) from unauthorized disclosure, using at least the same degree of care and discretion that the party uses to protect its own similar information, but in no event less than a reasonable degree of care.  Both parties agree not to use the Confidential Information of the other party except in connection with the discharge of its obligations under this Agreement.  All Confidential Information and rights relating to the Confidential Information of a party are the sole property of that party.  The party receiving such information (the “receiving party”) shall not be required to protect any Confidential Information which (i) is or becomes publicly available through no fault of the receiving party, (ii) is already in the receiving party’s possession, (iii) is independently developed by the receiving party outside the scope of this Agreement, (iv) is rightfully obtained from third parties which have no confidentiality obligations to the party which disclosed that information to the receiving party (the “disclosing party”); or (v) is disclosed pursuant to court order or as otherwise required by law, after giving the disclosing party prompt notice of the required disclosure and after assisting the disclosing party in its reasonable efforts to prevent or limit the disclosure. Consultant may retain copies of Consultant’s own employment records and agreements to which Consultant is a party in his personal capacity.

Neither party has, nor shall it in the future, disclose to the other party, or induce the other party to use, any trade secrets, confidential or proprietary information or material belonging to a third party without the permission of such third party.  Consultant represents that its performance of all of the terms of this Agreement and its performance of its duties under this Agreement do not and shall not breach any agreement or obligation to keep in confidence proprietary information acquired by Consultant in confidence or in trust.  Consultant has not entered into, and agrees that it shall not enter into, any agreement either written or oral in conflict with this or any other provision of this Agreement.

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Upon termination of this Agreement, or of any transaction under this Agreement, for any reason, Consultant shall deliver to Azenta all physical documents or other materials relating to the Services (and delete all electronic copies), and Consultant shall not take any of the foregoing documents or materials or any reproduction of the documents or materials or anything containing any, or relating to any, Confidential Information of Azenta.

Notwithstanding the foregoing, either party to this Agreement has the right to disclose Confidential Information to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law.  Either party also has the right to disclose Confidential Information in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure to the extent permitted by applicable law.

Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

[Intentionally Omitted]

AZENTA’S AND CONSULTANT’S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT CONTEMPLATED BY THIS AGREEMENT AND THE TOTAL AMOUNT PAID UNDER THE APPLICABLE SCHEDULE(S) FOR SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE OF ACTION.

EXCEPT FOR BREACHES OF SECTIONS 7 OR 8 HEREIN, BOTH PARTIES FURTHER AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL,

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EXEMPLARY OR OTHER INDIRECT DAMAGES OR FOR ANY LOST PROFITS OF THE OTHER PARTY.

NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE SERVICES UNDER THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED, EXCEPT THAT AN ACTION FOR NON-PAYMENT MAY BE BROUGHT WITHIN ONE YEAR OF THE DATE OF LAST PAYMENT.

[Intentionally Omitted]

The performance of the Services to be rendered by Consultant under this Agreement may not be delegated or subcontracted by Consultant to others without prior written authorization from Azenta.

Consultant acknowledges that Azenta owns all trademarks, logotypes and other proprietary or other confidential information provided to Consultant by Azenta and understands that this Agreement does not grant ownership rights or rights to register any trademarks, logotypes or other proprietary or confidential information of Azenta.  All advertisements and promotion material using such trademarks, logotypes or information shall be submitted to Azenta for written approval before use by Consultant.

Consultant agrees not to knowingly export, re-export or release any software, source code for the software, documentation or technical data furnished under this Agreement, or any part or any direct product thereof, directly or indirectly, to Iran, Iraq, Libya, Cuba, North Korea, Sudan and Syria, any other embargoed country, and any of those countries listed from time to time in Country Group D:1 or E:2 in the Export Administration Regulations, Parts 730-774 to Title 15 of the U.S. Code of Federal Regulations, without a license from the U.S. Department of Commerce and/or other appropriate governmental agencies, or other authorization under the Export Administration Regulations.  For purposes of this Agreement, the term “direct product” is defined  to mean the immediate product (including processes and services) produced directly by use of the technical data.

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Consultant will not issue any announcements or press releases mentioning Azenta by name without the prior written consent of Azenta.

On behalf of Consultant and anyone claiming through Consultant:

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times comply with all provisions of all Federal and other applicable laws and regulations.

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AGREED AND ACCEPTED:

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SCHEDULE A

Services

1.SERVICES TO BE RENDERED

Part time Independent Contractor Consultant to Azenta, providing the following:

2.CONSULTING SCHEDULE AND PAYMENT

Services to be provided remotely on an as needed basis.  Consultant will make himself generally available during business hours.

Commencing on the Effective Date and ending on March 31, 2025, the Company shall pay Consultant a monthly consulting fee of $66,250.00 and commencing on April 1, 2025 and ending on the expiration of the Term, the Company shall pay consultant a monthly consulting fee in the amount of $33,333.33 for Services provided during the Term.  Consultant shall not be required to submit an invoice in connection with the payment of the consulting fees.

In addition to the consulting fees, each of the Consultant’s previously issued equity incentive awards will continue to vest through the expiration of the Term and shall be exercisable in accordance with their terms as if Consultant had remained employed through the end of the Term.

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EXHIBIT B

SUPPLEMENTAL RELEASE

This Supplemental Release of Claims should be executed on or following your Separation Date and no later than five (5) days following the Separation Date.

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For avoidance of doubt, and to ensure clarity, while Employee acknowledges not having raised a claim of sexual harassment or abuse with the Company, or asserted such a claim outside the Company, nothing in this Agreement waives Employee’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, whether because Employee is cooperating in an investigation or other legal proceeding on Employee’s own initiative or whether Employee has been required or requested to attend such an

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investigation or proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.

It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Supplemental Release.  To that end, you have been encouraged and given the opportunity to consult with an attorney of your own choice prior to signing this Supplemental Release.  In the event you do not sign this Supplemental Release, you will not be eligible for the payments described in the Agreement or the Consulting Agreement.

Capitalized terms used in this Supplemental Release but not defined herein shall have the meaning ascribed thereto in the Agreement.

This Supplemental Release of Claims shall be executed on or following your Separation Date and no later than five (5) days following the Separation Date.

517297886v.8

Exhibit 99.1

Azenta Announces CEO Succession Plan

CEO Dr. Stephen Schwartz to Retire; Search Underway to Identify Successor

BURLINGTON, Mass., May 8, 2024 /PRNewswire/ -- Azenta, Inc. (Nasdaq: AZTA) today announced a CEO succession plan, under which CEO and Board Director Dr. Stephen Schwartz will be retiring from Azenta after more than 14 years of service. Dr. Schwartz will continue to serve as CEO until a successor is appointed to ensure a smooth transition.

Dr. Schwartz’s retirement follows a discussion with the Board as part of the company’s active succession planning process. In connection with that process, the Board has initiated a search to identify Azenta’s next CEO, and has engaged Heidrick & Struggles, a leading executive search firm, to assist in the process of identifying and evaluating candidates.

Dr. Schwartz said, “It has been a privilege to be a part of this incredible company. I am proud of Azenta’s achievements and I want to express my deepest gratitude to the terrific Azenta team. Together, we have undergone an impressive and complex transformation from semiconductor capital equipment company, Brooks Automation, to the leading life sciences business Azenta is today. I look forward to supporting a smooth transition to the next CEO as Azenta prepares to embark on its next chapter.”

Frank E. Casal, Chair of the Board, said “On behalf of the Board, we are grateful to Steve for his unwavering commitment to Azenta for more than 14 years. Under his leadership and vision, Azenta successfully transformed into a standalone, publicly-traded, pure-play life sciences company, operating around the world with annual revenue of over $600 million and more than 3,000 team members. We thank Steve for his many contributions to Azenta’s success, his collaborative partnership in the Boardroom as well as his commitment to leading the business, as we identify the best possible successor.”

Today, Azenta also reported its earnings results for the second quarter of fiscal 2024.

About Dr. Stephen Schwartz

Dr. Stephen Schwartz joined Azenta in April 2010 as President and was appointed CEO in August 2010. During his tenure as CEO of Azenta, Dr, Schwartz oversaw the $3 billion sale of Azenta’s Semiconductor Solutions business to Thomas H. Lee Partners, and established Azenta as a global, pure-play life sciences company with annual revenue of over $600 million. From November 2018 to January 2024, Dr. Schwartz served on the board of directors of Spire Inc., a publicly traded natural gas company. Dr. Schwartz received his BSEE, MSEE, and Ph.D. in electrical engineering from Purdue University. He also holds an MBA from the University of Chicago.

About Azenta Life Sciences

Azenta, Inc. (Nasdaq: AZTA) is a leading provider of life sciences solutions worldwide, enabling impactful breakthroughs and therapies to market faster. Azenta provides a full suite of reliable cold-chain sample management solutions and multiomics services across areas such as drug development, clinical research and

advanced cell therapies for the industry’s top pharmaceutical, biotech, academic and healthcare institutions globally. Our global team delivers and supports these products and services through our industry-leading brands, including GENEWIZ, FluidX, Ziath, 4titude, Limfinity, Freezer Pro, Barkey and B Medical Systems.

Azenta is headquartered in Burlington, MA, with operations in North America, Europe and Asia. For more information, please visit www.azenta.com.

INVESTOR CONTACTS:

Yvonne Perron

Vice President, Financial, Planning & Analysis and Investor Relations

ir@azenta.com

Sherry Dinsmore

sherry.dinsmore@azenta.com

MEDIA CONTACTS:

Robin Weinberg, Emily Claffey

Azenta@fgsglobal.com

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