Emergent BioSolutions Inc 8-K, filed Aug 26, 2020
Emergent BioSolutions Inc. (EBS)
8-K
2020-08-26
For: 2020-08-25
View Original
Added on
April 01, 2026
About this 8-K
Emergent BioSolutions Inc filed this 8-K on August 26, 2020, reporting on events of August 25, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): August 25, 2020
(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 ☐
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 August 25, 2020, the Board of Directors (the “Board”) of Emergent BioSolutions Inc. (the “Company”) appointed Marvin L. White as a Class II director of the Company, effective as of October 1, 2020 (the “Effective Date”), with an initial term expiring at the 2023 annual meeting of stockholders, to fill an existing vacancy on the Board.
He was also appointed as a member of both the Scientific Review Committee and Strategic Operations Committee of the Board, as of the Effective Date. Mr. White was not selected pursuant to any arrangement or understanding with any other person. There are no transactions in which the Company is a party in which Mr. White has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment to the Board, and pursuant to the Emergent BioSolutions Inc. Stock Incentive Plan, the Company will grant Mr. White an initial election equity award of $375,000, to be issued on the Effective Date or shortly thereafter, in restricted stock units, which award shall vest one-third per year over three years on the date which is one day prior to the anniversary of the date of grant, subject to Mr. White’s continued service as a director. As a non-employee director, Mr. White will receive additional compensation in accordance with the Company’s non-employee director compensation practices, which are summarized under the heading “Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2020 (the “Proxy Statement”) and subject to proration in his first year of service. Mr. White will also enter into the Company’s standard form of Indemnification Agreement, a form of which was filed as Exhibit 10 to the Company’s Current Report on Form 8-K, filed with the SEC on January 18, 2013.
Item 7.01 Regulation FD Disclosure.
The Company also issued a press release on August 26, 2020 announcing the appointment of Mr. White. A copy of the press release related to such announcement is furnished as Exhibit 99 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99 | ||
101 | Emergent BioSolutions Inc. Current Report on Form 8-K, dated August 25, 2020, formatted in XBRL (Extensible Business Reporting Language): Cover Page. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
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: August 26, 2020 | By: | /s/ RICHARD S. LINDAHL |
Name:Richard S. Lindahl Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
Emergent BioSolutions Announces Appointment of Marvin White to the Company’s Board of Directors GAITHERSBURG, Md., August 26, 2020 – Emergent BioSolutions Inc. (NYSE:EBS) announced today that the company’s board of directors appointed Marvin L. White as a Class II director to serve on the board effective October 1, 2020, with an initial term expiring at the 2023 annual meeting of stockholders. Mr. White was also appointed as a member of both the Scientific Review Committee and Strategic Operations Committee of the board. “We welcome Marvin back to Emergent’s Board of Directors,” said Fuad El-Hibri, executive chairman of the board of Emergent BioSolutions. “He brings invaluable financial and management expertise gained from his time in the pharmaceutical and healthcare sectors. We look forward to his contributions in advising company leadership on how to further grow and increase shareholder value.” “I am delighted to serve on the board of a mission-driven organization focused on public health,” said Mr. White. “As Emergent executes on its growth strategy, I embrace the opportunity to work with my distinguished colleagues on the board as well as the management team to help move the company forward.” Mr. White has served as president and chief executive officer and member of the board of directors of Aptevo Therapeutics Inc. since August 2016. He previously served on Emergent’s board from 2010 to 2016. Prior to that, he served as chief financial officer of St. Vincent Health and was responsible for finance, patient financial services, and managed care for 19 hospitals and 36 joint ventures. Previously, he was chief financial officer of Lilly USA, a subsidiary of Eli Lilly and Company, where he also held leadership positions in Corporate Finance and Investment Banking. Prior to his career in healthcare, Mr. White held leadership positions at General Motors, Hewlett-Packard, and Motorola, including financial roles for its Japan, South Asia and Latin America Cellular Group. He currently serves on the board of OneAmerica Financial Insurance Partners, Inc. Mr. White earned his Bachelor of Science degree in Accounting from Wilberforce University and his Master of Business Administration in Finance from Indiana University. About Emergent BioSolutions Emergent BioSolutions is a global life sciences company whose mission is to protect and enhance life. Through our specialty products and contract development and manufacturing services, we are dedicated to providing solutions that address public health threats. Through social responsibility, we aim to build healthier and safer communities. We aspire to deliver peace of mind to our patients and customers so they can focus on what’s most important in their lives. In working together, we envision protecting or enhancing 1 billion lives by 2030. For more information visit www.emergentbiosolutions.com. Find us on LinkedIn and follow us on Twitter @emergentbiosolu and Instagram @life_at_emergent. Safe Harbor Statement This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including, but no limited to, statements regarding executing on our growth strategy and increasing shareholder value, are forward-looking statements. These forward-looking statements are based on our current intentions, beliefs and expectations regarding future 1
events. We cannot guarantee that any forward-looking statement will be accurate. Investors should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from our expectations. Investors are, therefore, cautioned not to place undue reliance on any forward-looking statement. Any forward-looking statement speaks only as of the date of this press release, and, except as required by law, we do not undertake to update any forward-looking statement to reflect new information, events or circumstances. There are a number of important factors that could cause our actual results to differ materially from those indicated by such forward-looking statements. Investors should consider this cautionary statement as well as the risk factors identified in our periodic reports filed with the Securities and Exchange Commission when evaluating our forward-looking statements. Investor Contact: Robert G. Burrows Vice President, Investor Relations 240-631-3280 burrowsr@ebsi.com Media Contact: Miko B. Neri Senior Director, Global Communications & Public Affairs 240-631-3392 nerim@ebsi.com 2