EMERGENT BIOSOLUTIONS INC. Form 8-K (May 26, 2020)

Summary

A Form 8-K current report of Emergent BioSolutions Inc., dated May 26, 2020 and signed by Richard S. Lindahl, Executive Vice President, Chief Financial Officer and Treasurer. Under Item 5.02 Seamus Mulligan completed his term as a Class II director and did not stand for reelection at the annual meeting of stockholders on May 21, 2020. Under Item 5.07, 50,013,103 shares were present or represented by proxy, about 95.68% of the 52,266,433 shares outstanding as of the March 26, 2020 record date. All three director nominees were elected, Ernst & Young LLP was ratified as independent auditor, and the advisory vote on executive compensation was approved.

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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 26, 2020

EMERGENT BIOSOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware | 001-33137 | 14-1902018
(State or other jurisdiction | (Commission File Number) | (IRS Employer
of incorporation) | Identification No.)

400 Professional Drive , Suite 400 ,

Gaithersburg , Maryland 20879

(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):

☐ 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(s) | Name of each exchange on which registered
Common Stock, Par Value $0.001 per share | EBS | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Seamus Mulligan completed his term as a director of Emergent BioSolutions Inc. (the “Company”) and did not stand for reelection when his term as a Class II director expired at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 21, 2020.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As noted above, the Annual Meeting was held on May 21, 2020. A total of 50,013,103 shares of the Company’s common stock were present or represented by proxy, which represented approximately 95.68% of the Company’s 52,266,433 shares of common stock that were outstanding and entitled to vote at the Annual Meeting as of the record date of March 26, 2020. Stockholders considered the three proposals outlined below, each of which is described in more detail in the proxy statement.

Proposal 1 . To elect three Class II directors to hold office for a term expiring at our 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified. All director nominees were elected. The voting results were as follows:

Director Nominee | For | Against | Abstaining | Broker Non-Votes
Zsolt Harsanyi, Ph.D. | 46,087,265 | 1,814,742 | 101,625 | 2,009,471
Gen. George A. Joulwan | 47,193,736 | 707,864 | 102,032 | 2,009,471
Louis W. Sullivan, M.D. | 45,822,406 | 2,079,298 | 101,928 | 2,009,471

Proposal 2 . To ratify the appointment by the Audit Committee of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2020. Proposal 2 was approved. The voting results were as follows:

For | Against | Abstaining | Broker Non-Votes
48,622,915 | 1,377,677 | 12,511 | N/A

Proposal 3 . To approve, on an advisory basis, the compensation of our named executive officers. Proposal 3 was approved. The voting results were as follows:

For | Against | Abstaining | Broker Non-Votes
46,160,766 | 1,818,869 | 23,997 | 2,009,471

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: May 26, 2020 | By: | /s/ RICHARD S. LINDAHL
Name:Richard S. Lindahl Title: Executive Vice President, Chief Financial Officer and Treasurer

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