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 17, 2020

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 610-594-2900

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:

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 17, 2020, West Pharmaceutical Services, Inc. (the “Company”) announced that its Board of Directors (the “Board”) had elected Robert Friel as its newest member. With the addition of Mr. Friel, the Board increased in size to 11 directors.

Mr. Friel, age 64, recently retired as Chairman and Chief Executive Officer of PerkinElmer, Inc., a role he served in for more than 10 years. During his 20-year career at PerkinElmer, a global business dedicated to serving the diagnostics, life sciences, food and applied markets, Mr. Friel held roles of increasing responsibility that included Chief Operating Officer, President of the Life and Analytical Sciences Division and Chief Financial Officer. Prior to joining PerkinElmer, Mr. Friel served in several finance-focused senior management positions with AlliedSignal, Inc., now Honeywell International. Mr. Friel sits on the Board of Directors of New York Life Insurance Company, NuVasive, Inc. and Xylem, Inc. He has prior board experience with CareFusion, Inc., Fairchild Semiconductor, Inc. and Millennium Pharmaceuticals, Inc.

Mr. Friel will be entitled to the customary compensation arrangements for the Company’s non-employee directors, which consists of a $90,000 annual retainer and a restricted stock unit grant of $190,000, with the restricted stock unit grant being prorated based on Mr. Friel’s period of service in 2020. In addition, he will be eligible to participate in the Company’s Director Deferred Compensation Plan. The Company’s most recent proxy statement, filed with the Securities and Exchange Commission on March 22, 2019, describes these arrangements under the heading “Director Compensation”.

Mr. Friel will enter into our standard form of indemnification agreement, the form of which was included as Exhibit 10.1 to our Current Report on Form 8-K filed on January 6, 2009.

There were no arrangements or understandings between Mr. Friel and any other person pursuant to which he was elected as a director, and there are and have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, between the Company and Mr. Friel.

Item 7.01 Regulation FD Disclosure.

On February 17, 2020, the Company issued a press release announcing the appointment of Mr. Friel to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 9.01 Financial Statements and Exhibits.

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.

EXHIBIT INDEX

4

Document

Exhibit 99.1

West Elects New Director to the Board

Exton, PA, February 17, 2020 – West Pharmaceutical Services, Inc. (NYSE: WST), a global leader in innovative solutions for injectable drug administration, today announced the Company’s Board of Directors has elected Robert Friel as its newest member. With the addition of Mr. Friel, West’s Board of Directors increases in size to 11 directors.

Mr. Friel, age 64, recently retired as Chairman and Chief Executive Officer of PerkinElmer, Inc., a role he served in for more than 10 years. During his 20-year career at PerkinElmer, a global business dedicated to serving the diagnostics, life sciences, food and applied markets, Mr. Friel held roles of increasing responsibility that included Chief Operating Officer, President of the Life and Analytical Sciences Division and Chief Financial Officer. Prior to joining PerkinElmer, Mr. Friel served in several finance-focused senior management positions with AlliedSignal, Inc., now Honeywell International. Mr. Friel sits on the Board of Directors of New York Life Insurance Company, NuVasive, Inc. and Xylem, Inc. He has prior board experience with CareFusion, Inc., Fairchild Semiconductor, Inc. and Millennium Pharmaceuticals, Inc. Mr. Friel holds a Master of Science degree in taxation from Fairleigh Dickinson University and a Bachelor of Arts degree in economics from Lafayette College.

“We welcome Robert Friel to West’s Board of Directors,” said Patrick J. Zenner, Chair of the Board of Directors, West. “Rob’s extensive experience serving as both the Chairman and CEO of a global business focused on improving human health is well-aligned with West’s mission and with the pharmaceutical and medical device customers our Company serves. With his significant board and industry experience, we know Rob will be a valuable addition to West’s Board of Directors and look forward to working with him.”

About West

West Pharmaceutical Services, Inc. is a leading manufacturer of packaging components and delivery systems for injectable drugs and healthcare products. Working by the side of its customers from concept to patient, West creates products that promote the efficiency, reliability and safety of the world’s pharmaceutical drug supply. West is headquartered in Exton, Pennsylvania, and supports its customers from locations in North and South America, Europe,

Asia and Australia. West’s 2019 net sales of $1.84 billion reflect the daily use of more than 100 million of its components and devices, which are designed to improve the delivery of healthcare to patients around the world.

All trademarks and registered trademarks used in this release are the property of West Pharmaceutical Services, Inc. or its subsidiaries, in the United States and other jurisdictions, unless otherwise noted.