Avantor Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AVTR
Biotechnology: Laboratory Analytical Instruments
Industrials
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 8, 2025
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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.
Executive Severance and Change in Control Policy
On May 12, 2025, the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors of Avantor, Inc. (the “Company”) recommended, and the Board adopted, a severance and change in control policy (the “Severance Policy”) for certain of the Company’s senior leaders, including each of R. Brent Jones, Executive Vice President and Chief Financial Officer; Benoit Gourdier, Executive Vice President, Bioscience Production; and Claudius Sokenu, Executive Vice President and Chief Legal and Compliance Officer (together, the “Executive Officers”). The Severance Policy supersedes the terms of any severance rights that the Executive Officers are entitled to receive under their existing employment agreements.
Upon an Executive Officer’s termination of service by the Company without cause or resignation for good reason (each, as defined in the Severance Policy and a “Qualifying Termination”), the Executive Officer will be entitled to receive (x) a cash severance payment equal to 12 months of their annual base salary, their target annual bonus for the year of termination, and a target bonus for the year, prorated for the portion of the year in which termination occurs, in each case, payable in equal installments over the 12-month period following termination, and (y) 12 months of benefits continuation. In addition, in the event of a Qualifying Termination prior to May 5, 2027, any then outstanding and unvested restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”) granted to the Executive Officers and certain other executives prior to adoption of the Severance Policy that are scheduled to vest on or prior to the first anniversary of the date of termination will receive service vesting credit through the first anniversary of the date of termination, with performance for the PSUs assessed based on actual performance, except where the termination rights under an existing award agreement are more beneficial than the terms under the Severance Policy.
Upon an Executive Officer’s Qualifying Termination within two years following a change in control (as defined in the Severance Policy), the Executive Officer will be entitled to receive (x) a cash severance payment equal to 24 months of their annual base salary, 2x their target annual bonus for the year of termination, and a target bonus for the year, prorated for the portion of the year in which termination occurs, in each case, payable in equal installments over the 12-month period following termination, and (y) 18 months of benefits continuation. Additionally, in the event Sections 280G or 4999 of the Internal Revenue Code, as amended (the “Code”), are triggered, the Executive Officer will have the right to receive the greater of the (x) full amount of the payments, less the 20% excise tax or (y) the maximum amount payable without triggering the 20% excise tax under the “golden parachute” provisions of Section 280G of the Code.
Issuance of Retention Awards
On May 9, 2025, the Company granted a special retention award to certain of the Company’s executive officers, including for each of the Executive Officers (the “Awards”). The Awards consist of grants of 162,866 RSUs to each of Messrs. Jones and Gourdier and 122,149 RSUs to Mr. Sokenu under the Company’s 2019 Equity Incentive Plan and represent a contingent right to receive one share of the Company’s common stock. The RSUs will vest on the second anniversary of the date of grant, subject to the applicable Executive Officer’s continued employment with the Company through such date. Upon a recipient’s termination of service, any then-unvested portion of the Award will be automatically forfeited, except that in the case of a termination of service due to death, disability or an involuntary termination without cause, any unvested RSUs will vest. In the event of a change in control, if the RSUs are not assumed, they will be deemed vested.
The foregoing description is only a summary and does not purport to be complete. This summary is subject to, and qualified in its entirety by, reference to the full text of the Severance Policy and form of RSU Award Agreement, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2025.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2025 Annual Meeting of Stockholders on May 8, 2025. The final voting results for each of the items submitted to a stockholder vote at the 2025 Annual Meeting are set forth below.
1. The stockholders elected ten directors to serve for a one-year term expiring at the Company’s 2026 Annual Meeting of Stockholders, subject to election and qualification of their successors, based on the following voting results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| Nominee | ||||||||||||||
| Juan Andres | 535,329,223 | 89,905,990 | 328,911 | 16,883,682 | ||||||||||
| John Carethers | 534,174,464 | 91,045,729 | 343,931 | 16,883,682 | ||||||||||
| Lan Kang | 534,880,166 | 90,349,297 | 334,661 | 16,883,682 | ||||||||||
| Louise Makin | 535,357,582 | 89,870,430 | 336,112 | 16,883,682 | ||||||||||
| Joseph Massaro | 550,581,286 | 74,647,499 | 335,339 | 16,883,682 | ||||||||||
| Mala Murthy | 535,363,025 | 89,871,824 | 329,275 | 16,883,682 | ||||||||||
| Jonathan Peacock | 533,971,245 | 91,258,366 | 334,513 | 16,883,682 | ||||||||||
| Michael Severino | 522,900,790 | 102,334,173 | 329,161 | 16,883,682 | ||||||||||
| Michael Stubblefield | 534,133,994 | 69,919,065 | 21,511,065 | 16,883,682 | ||||||||||
| Gregory Summe | 585,751,178 | 39,481,366 | 331,580 | 16,883,682 | ||||||||||
2. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, based on the following voting results:
| Votes For | Votes Against | Abstentions | ||||||||||||||||||||||||
| Ratification of Appointment of Independent Registered Public Accounting Firm | 623,488,497 | 18,645,583 | 313,726 | |||||||||||||||||||||||
3. The stockholders approved, on an advisory basis, the 2024 compensation of the Company’s named executive officers, based on the following voting results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| Advisory Vote on Named Executive Officer Compensation | 541,120,754 | 84,071,583 | 371,787 | 16,883,682 | ||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
SIGNATURE
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.
| Avantor, Inc. | |||||||||||
| Date: May 12, 2025 | By: | /s/ Claudius Sokenu | |||||||||
| Name: | Claudius Sokenu | ||||||||||
| Title: | Executive Vice President, Chief Legal and Compliance Officer | ||||||||||