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) – August 19, 2021

(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 August 19, 2021, West Pharmaceutical Services, Inc. (the "Company") elected Molly Joseph to its Board of Directors (the "Board") as its newest member. With the addition of Ms. Joseph, the Board increased in size to 11 directors. Ms. Joseph is expected to participate on the Finance Committee and Innovation and Technology Committee of the Board.

Ms. Joseph, 47, is the former Chief Executive Officer ("CEO") of UnitedHealthcare Group, a role she served in for more than a decade. During her 16-year tenure, she pioneered the establishment of UnitedHealth Group’s global health business into one of the largest health benefits and medical delivery businesses outside of the United States. As CEO of UnitedHealthcare Global, she had oversight of more than 50 hospitals and several hundred ambulatory centers which served over 9 million patients and 7 million insurance members. Ms. Joseph also directed UnitedHealth Group in strategy and corporate development, where she led acquisitions and business transactions. Prior to joining UnitedHealth Group, she focused on business transactions as an investment banker and a corporate attorney.

Ms. Joseph serves on the Board of Directors of First Solar and the Board of Trustees at Santa Clara University. She is a long-time advisor to Children’s Heartlink, a global nonprofit organization for pediatric cardiac care and also serves on the Board of Directors of Young Voices of Austin, a nonprofit organization focused on the advancement of children from diverse backgrounds.

Ms. Joseph will be entitled to the customary compensation arrangements for the Company’s non-employee directors, which currently consists of a $90,000 annual retainer and an annual restricted stock unit grant of $190,000. Each element of Ms. Joseph’s compensation will be prorated for her period of service. In addition, she 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 24, 2021, describes these arrangements under the heading “Director Compensation”.

Ms. Joseph 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 Ms. Joseph and any other person pursuant to which she 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 Ms. Joseph.

Item 7.01 Regulation FD Disclosure.

On August 23, 2021, the Company issued a press release announcing the appointment of Ms. Joseph 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, August 23, 2021 — West Pharmaceutical Services, Inc. (NYSE: WST), a global leader in innovative solutions for injectable drug administration, announced today the Company's Board of Directors has elected Molly Joseph as its newest member. With the addition of Ms. Joseph, West's Board has 11 directors.

Ms. Joseph, 47, is the former Chief Executive Officer ("CEO") of UnitedHealthcare Group, a role she served in for more than a decade. During her 16-year tenure, she pioneered the establishment of UnitedHealth Group’s global health business into one of the largest health benefits and medical delivery business outside of the United States. As CEO of UnitedHealthcare Global, she had oversight of 55 hospitals and several hundred ambulatory centers, with over 9 million patients and 7 million insurance members.

Molly also served UnitedHealth Group in strategy and corporate development, where she led acquisitions and business transactions. Prior to joining UnitedHealth Group, she focused on business transactions as an investment banker and a corporate attorney.

Ms. Joseph serves on the Board of Directors of First Solar and the Board of Trustees at Santa Clara University. She is a long-time advisor to Children’s Heartlink, a global nonprofit organization for pediatric cardiac care and serves on the Board of Directors of Young Voices of Austin, a nonprofit organization focused on the advancement of children from diverse backgrounds.

Ms. Joseph earned her Juris Doctor from Georgetown Law Center and Bachelor of Science degree from Santa Clara University.

“We are pleased to welcome Molly Joseph to West’s Board of Directors,” said Patrick J. Zenner, Chair of the Board of Directors, West. “Molly’s extensive experience in building and leading clinically integrated medical delivery systems and health insurance systems is well-aligned with West’s mission and role to deliver healthcare to millions of patients every day. With her significant board and industry experience, we know that Molly’s expertise will be a valuable addition to our Board of Directors.”

About West

West Pharmaceutical Services, Inc. is a leading provider of innovative, high-quality injectable solutions and services. As a trusted partner to established and emerging drug developers, West helps ensure the safe, effective containment and delivery of life-saving and life-enhancing medicines for patients. With almost 10,000 team members across 50 sites worldwide, West helps support our customers by delivering over 40 billion components and devices each year.

Headquartered in Exton, Pennsylvania, and in business for nearly a century, West in its fiscal year 2020 generated over $2.15 billion in sales. West is traded on the New York Stock Exchange (NYSE: WST) and is included on the Standard & Poor's 500 index. For more information, visit https://www.westpharma.com/.

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.