West Pharmaceutical Services Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$WST
Medical/Dental Instruments
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 23, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2024, West Pharmaceutical Services, Inc. (“West”) announced an update to the role of Bernard Birkett, Chief Financial and Operations Officer. Since May 2022, Mr. Birkett served as both our Principal Financial and Principal Operating Officer. Mr. Birkett‘s leadership while in this combined role has greatly enhanced the operations capabilities of both our Proprietary Products and Contract Manufacturing Business Segments. This now allows us to transfer much of our operational leadership and decision-making to each of our Business Segments to further improve our efficiency. Effective May 1, 2024, Mr. Birkett’s title will be solely Chief Financial Officer (“CFO”), where he will retain financial oversight for both Business Segments, operational oversight of our strategic sourcing function and be involved in key operational issues together with other members of our executive team. However, we will no longer have a single principal operating officer.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Our 2024 Annual Meeting of Shareholders was held virtually on April 23, 2024.
Our shareholders voted on five proposals at the Annual Meeting. After the Proxy publication date, the U.S. Securities and Exchange Commission ("SEC") issued a No-Action Letter in our favor regarding the shareholder proposal included in the Proxy as Proposal 6. Therefore, that proposal was not presented at the 2024 Annual Shareholder Meeting, because it was duplicative of management Proposals 3 and 4. The proposals are described in detail in our proxy statement dated March 13, 2024. As of February 28, 2024, the record date, there were 73,205,367 shares of our common stock outstanding. Shareholders representing 67,175,691 or 91.76%, of the common shares outstanding were present virtually or were represented by proxy at the Annual Meeting. The final results for the votes on each proposal are set forth below.
Proposal 1: Our shareholders elected the following directors to serve on our Board until the 2025 Annual Meeting of Shareholders by the following vote:
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Mark A. Buthman | 64,065,422 | 781,915 | 124,206 | 2,204,148 | ||||||||||
| William F. Feehery | 62,874,525 | 1,981,149 | 115,869 | 2,204,148 | ||||||||||
| Robert F. Friel | 61,754,357 | 3,100,948 | 116,238 | 2,204,148 | ||||||||||
| Eric M. Green | 59,690,649 | 2,700,641 | 2,580,253 | 2,204,148 | ||||||||||
| Thomas W. Hofmann | 60,144,470 | 4,674,914 | 152,159 | 2,204,148 | ||||||||||
| Molly E. Joseph | 64,459,745 | 457,584 | 54,214 | 2,204,148 | ||||||||||
| Deborah L. V. Keller | 53,932,234 | 8,407,056 | 2,632,253 | 2,204,148 | ||||||||||
| Myla P. Lai-Goldman | 64,413,765 | 520,163 | 37,615 | 2,204,148 | ||||||||||
| Stephen H. Lockhart | 64,631,871 | 215,445 | 124,227 | 2,204,148 | ||||||||||
| Douglas A. Michels | 60,971,817 | 3,883,389 | 116,337 | 2,204,148 | ||||||||||
| Paolo Pucci | 59,965,005 | 4,889,598 | 116,940 | 2,204,148 | ||||||||||
Proposal 2: Our shareholders approved, on an advisory basis, our named executive officer compensation by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 61,974,315 | 2,926,263 | 70,965 | 2,204,148 | ||||||||
Proposal 3: Our shareholders approved to amend and restate our articles of incorporation to eliminate the supermajority transaction requirement by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 64,521,017 | 434,653 | 15,873 | 2,204,148 | ||||||||
Proposal 4: Our shareholders approved to amend and restate our articles of incorporation to eliminate the supermajority amendment requirement by the following vote:
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| For | Against | Abstain | Broker Non-Votes | ||||||||
| 64,516,512 | 423,867 | 31,164 | 2,204,148 | ||||||||
Proposal 5: Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2024 fiscal year by the following vote:
| For | Against | Abstain | ||||||
| 61,537,511 | 5,501,551 | 136,629 | ||||||
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibit No. | Description | ||||||
104 | The cover page from the Company’s Current Report on Form 8-K, dated April 23, 2024, formatted in Inline XBRL. | |||||||
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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.
WEST PHARMACEUTICAL SERVICES, INC. | |||||
/s/ Chad R. Winters | |||||
| Chad R. Winters | |||||
| Vice President, Chief Accounting Officer | |||||
April 26, 2024 | |||||
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EXHIBIT INDEX
Exhibit No. | Description | |||||||
104 | The cover page from the Company’s Current Report on Form 8-K, dated April 23, 2024, formatted in Inline XBRL. | |||||||
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