Emergent BioSolutions Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$EBS
Biotechnology: Pharmaceutical Preparations
Health Care
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): April 30, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||||||||||||
| of incorporation) | Identification No.) | |||||||||||||
(Address of principal executive offices, including zip code)
(240 ) 631-3200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 30, 2025, Emergent BioSolutions Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 36,140,808 shares of the Company’s common stock were present or represented by proxy, which represented approximately 67% of the Company’s 54,337,026 shares of common stock that were outstanding and entitled to vote at the Annual Meeting as of the record date of March 3, 2025. Stockholders considered the three proposals outlined below, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A related to the Annual Meeting, which was filed with the United States Securities and Exchange Commission on March 21, 2025.
Proposal 1. To elect three Class I directors to hold office for a term expiring at our 2028 annual meeting of stockholders, each to serve until their respective successors are duly elected and qualified. All director nominees were elected and qualified. The voting results were as follows:
| Director Nominee | For | Withhold | Broker Non-Votes | ||||||||
| Keith Katkin | 21,684,528 | 1,094,567 | 13,361,713 | ||||||||
| Ronald Richard | 18,116,845 | 4,662,250 | 13,361,713 | ||||||||
| Kathryn Zoon, Ph.D. | 21,779,200 | 999,895 | 13,361,713 | ||||||||
Proposal 2. To ratify the appointment by the Audit and Finance Committee of the Company's Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. Proposal 2 was approved. The voting results were as follows:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 34,773,959 | 1,152,704 | 214,145 | — | ||||||||
Proposal 3. To approve, on an advisory basis, the 2024 compensation of the Company's named executive officers. Proposal 3 was approved. The voting results were as follows:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 18,928,777 | 3,537,501 | 312,817 | 13,361,713 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| EMERGENT BIOSOLUTIONS INC. | ||||||||
| Dated: May 6, 2025 | By: | /s/ RICHARD S. LINDAHL | ||||||
| Name: Richard S. Lindahl Title: Executive Vice President, Chief Financial Officer and Treasurer | ||||||||