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Executive Change · Shareholder Vote

Filed May 6, 2021 · 5y ago · Accession 0000105770-21-000030

Plain English

Material event — a significant development the company must disclose promptly.

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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) – May 4, 2021 WEST PHARMACEUTICAL SERVICES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 1-8036 23-1210010 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer 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. ☐ 1 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 4, 2021, the Board of Directors (the "Board") approved a material amendment to the 2016 Omnibus Incentive Compensation Plan (the “Plan”) to reduce the number of equity awards that may be issued under the Plan without regard to any service vesting requirements. The amendment is attached to this filing as Exhibit 10.36. Prior to the amendment, the Plan permitted up to 10% of the 5,500,000 shares of common stock reserved for issuance to be issued without regard to any service vesting requirements. Effective May 4, 2021, this limitation has been reduced from 10% to 5% of the shares of common stock reserved for issuance. Therefore, now only up to 275,000 shares may be issued without regard to vesting requirements. Equity awards issued under the Plan without regard to vesting requirements before the date of the amendment count against the revised limit. The revised limit is subject to all other terms and conditions in the Plan, including the provision which requires that equity (other than options or stock appreciation rights) count 2.5 times against the 5,500,000 total shares allocated for issuance. Item 5.07 Submission of Matters to a Vote of Security Holders. Our 2021 Annual Meeting of Shareholders was held virtually on May 4, 2021, in the best interests of shareholders due to the on-going COVID-19 pandemic and restrictions issued by the Commonwealth of Pennsylvania and the Center for Disease Control. Our shareholders voted on three proposals at the Annual Meeting. The proposals are described in detail in our proxy statement dated March 24, 2021. As of March 9, 2021, the record date, there were 73,850,336 shares of our common stock outstanding. Shareholders representing 67,149,389 or 90.92%, 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 2022 Annual Meeting of Shareholders by the following vote: Name For Against Abstain Broker Non-Votes Mark A. Buthman 62,882,045 1,617,483 31,483 2,618,378 William F. Feehery 58,092,225 6,407,499 31,287 2,618,378 Robert F. Friel 64,111,703 387,555 31,753 2,618,378 Eric M. Green 63,900,019 615,501 15,491 2,618,378 Thomas W. Hofmann 62,282,186 2,217,397 31,428 2,618,378 Deborah L. V. Keller 64,112,283 390,008 28,720 2,618,378 Myla P. Lai-Goldman 64,124,088 377,070 29,853 2,618,378 Douglas A. Michels 62,832,980 1,666,498 31,533 2,618,378 Paolo Pucci 63,514,496 984,146 32,369 2,618,378 Patrick J. Zenner 61,623,876 2,859,923 47,212 2,618,378 Proposal 2: Our shareholders approved, on an advisory basis, our named executive officer compensation by the following vote: For Against Abstain Broker Non-Votes 61,300,647 3,175,285 55,079 2,618,378 Proposal 3: Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year by the following vote: For Against Abstain 64,542,682 2,590,420 16,287 2 Item 9.01 Financial Statements and Exhibits. (d) Exhibit No. Description  10.36 2016 Omnibus Incentive Compensation Plan amendment dated, May 4, 2021.  104 The cover page from the Company’s Current Report on Form 8-K, dated May 4, 2021, formatted in Inline XBRL. 3 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 and Chief Financial Officer May 6, 2021 4 EXHIBIT INDEX Exhibit No. Description 10.36 2016 Omnibus Incentive Compensation Plan amendment dated, May 4, 2021. 104 The cover page from the Company’s Current Report on Form 8-K, dated May 4, 2021, formatted in Inline XBRL. 5
Filing details
Ticker
WST
CIK
105770
Form type
8-K
Filing date
May 6, 2021
Report date
May 4, 2021
Document
wst-20210504.htm
Size
263 KB