8-K

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 10, 2022

Avantor, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38912	82-2758923
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Radnor Corporate Center, Building One, Suite 200

100 Matsonford Road

Radnor, Pennsylvania 19087

(Address of principal executive offices, including zip code)

(610) 386-1700

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐    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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AVTR	New York Stock Exchange
6.250% Series A Mandatory Convertible Preferred Stock, $0.01 par value	AVTR PRA	New York Stock Exchange

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. ☐

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

On February 10, 2022, Rajiv Gupta informed Avantor, Inc. (the “Company”) that he will not stand for re-election to the Company’s Board of Directors (the “Board”) at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). Mr. Gupta will continue to serve as Chairman of the Board until the 2022 Annual Meeting, when his current term as a director will expire. Mr. Gupta’s decision not to stand for re-election to the Board was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01    Regulation FD Disclosure.

On February 15, 2022, the Company issued a press release announcing that Mr. Gupta informed the Company that he will not stand for re-election at the Company’s 2022 Annual Meeting.

The press release issued February 15, 2022 is furnished herewith as Exhibit No. 99 to this Report, and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99	Press Release, dated February 15, 2022
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: February 15, 2022	By:	/s/ Justin Miller
		Name:	Justin Miller
		Title:	Executive Vice President, General Counsel and Secretary<br>(Duly Authorized Officer)

Document

Avantor® Announces Planned Retirement of Rajiv Gupta, Board Chairman

Gupta to retire at the end of his current term on May 12, 2022, after more than a decade of service, during which time Avantor has transformed into a global life sciences leader

Radnor, Pa. (USA) – Feb. 15, 2022 – Avantor, Inc. (NYSE: AVTR), a leading global provider of mission-critical products and services to customers in the life sciences, advanced technologies and applied materials industries, today announced that Rajiv Gupta (76) will retire from Avantor’s Board at the end of his current term and will not stand for re-election at the annual stockholders meeting to be held on May 12, 2022. The Board will announce the selection of a new Board chair later this month.

"On behalf of our entire organization, I want to thank Raj for his vision and guidance in helping to build Avantor into a global life sciences leader,” said Michael Stubblefield, President and CEO of Avantor. “A true business pioneer, Raj has a tremendous track record of value creation and has been a mentor to so many colleagues at Avantor, working tirelessly to position the company for long-term success. We wish him all the best in his future endeavors."

“It has been an honor serving as Board Chairman of Avantor,” said Rajiv Gupta. “Nearly a dozen years ago I, along with members of New Mountain Capital, set out to build a differentiated life sciences platform that would empower the global scientific community. Today, Avantor is the embodiment of our vision, and I could not be prouder of the positive impact that the company has had on each of its stakeholders. With a superb management team and Board, and a compelling mission, Avantor is well positioned for continued success.”

Gupta has served as Avantor’s Board Chairman since August 2010. He is currently a Senior Advisor to New Mountain Capital, LLC and serves as Board Chairman of Aptiv PLC. Previously, Gupta served as Chairman of Delphi Automotive PLC, from April 2015 to November 2017, when it separated into two companies. For ten years, he served as Chairman and Chief Executive Officer of Rohm and Haas Company, when it was acquired by Dow Chemical.

More information about Avantor’s board is available at avantorsciences.com.

Avantor Avantor®, a Fortune 500 company, is a leading global provider of mission-critical products and services to customers in the biopharma, healthcare, education & government, and advanced technologies & applied materials industries. Our portfolio is used in virtually every stage of the most important research, development and production activities in the industries we serve. Our global footprint enables us to serve more than 225,000 customer locations and gives us extensive access to research laboratories and scientists in more than 180 countries. We set science in motion to create a better world. For more information, please visit www.avantorsciences.com and find us on LinkedIn, Twitter and Facebook.

Media Contact

Allison Hosak

Senior Vice President, Global Communications and Brand

Avantor

908-329-7281

Allison.Hosak@avantorsciences.com

Investor Relations Contact

Tommy Thomas, CPA

Vice President, Investor Relations

Avantor

781-375-8051

Tommy.Thomas@avantorsciences.com

SOURCE Avantor and Financial News