8-K
WEST PHARMACEUTICAL SERVICES INC (WST)
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 25, 2023
| WEST PHARMACEUTICAL SERVICES, INC. |
|---|
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-8036 | 23-1210010 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 530 Herman O. West Drive, Exton, PA | 19341-0645 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 610-594-2900
| Not Applicable |
|---|
| (Former name or 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):
| ☐ | 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 | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.25 per share | WST | 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 5.07 Submission of Matters to a Vote of Security Holders.
Our 2023 Annual Meeting of Shareholders was held virtually on April 25, 2023.
Our shareholders voted on five proposals at the Annual Meeting. The proposals are described in detail in our proxy statement dated March 15, 2023. As of March 3, 2023, the record date, there were 74,269,938 shares of our common stock outstanding. Shareholders representing 67,444,781 or 90.81%, 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 2024 Annual Meeting of Shareholders by the following vote:
| Name | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Mark A. Buthman | 64,658,097 | 113,624 | 602,747 | 2,070,313 |
| William F. Feehery | 55,002,437 | 2,878,944 | 7,493,087 | 2,070,313 |
| Robert F. Friel | 62,935,621 | 969,217 | 1,469,630 | 2,070,313 |
| Eric M. Green | 60,170,150 | 281,325 | 4,922,993 | 2,070,313 |
| Thomas W. Hofmann | 61,851,061 | 462,430 | 3,060,977 | 2,070,313 |
| Molly E. Joseph | 64,827,643 | 63,822 | 483,003 | 2,070,313 |
| Deborah L. V. Keller | 62,842,349 | 936,277 | 1,595,842 | 2,070,313 |
| Myla P. Lai-Goldman | 65,133,007 | 69,433 | 172,028 | 2,070,313 |
| Stephen H. Lockhart | 65,094,280 | 51,507 | 228,681 | 2,070,313 |
| Douglas A. Michels | 62,752,334 | 441,377 | 2,180,757 | 2,070,313 |
| Paolo Pucci | 62,937,309 | 968,520 | 1,468,639 | 2,070,313 |
Proposal 2: Our shareholders approved, on an advisory basis, our named executive officer compensation by the following vote:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 62,330,606 | 2,954,865 | 88,997 | 2,070,313 |
Proposal 3: Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2023 fiscal year by the following vote:
| For | Against | Abstain |
|---|---|---|
| 62,221,862 | 5,198,468 | 24,451 |
Proposal 4: Our shareholders approved, on an advisory basis, the frequency of votes on executive officer compensation by the following vote:
| 1 Year | 2 Years | 3 Years | Abstain |
|---|---|---|---|
| 64,486,696 | 15,575 | 838,359 | 33,838 |
Proposal 5: Our shareholders rejected the shareholder proposal regarding fair elections by the following vote:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 7,047,212 | 58,183,766 | 143,490 | 2,070,313 |
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 25, 2023, 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.
| WEST PHARMACEUTICAL SERVICES, INC. | |
|---|---|
| /s/ Bernard J. Birkett | |
| Bernard J. Birkett | |
| Senior Vice President, Chief Financial and Operations Officer | |
| April 28, 2023 |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 104 | The cover page from the Company’s Current Report on Form 8-K, dated April 25, 2023, formatted in Inline XBRL. |
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