Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 64K
5: R1 Cover Page HTML 45K
7: XML IDEA XML File -- Filing Summary XML 11K
10: XML XBRL Instance -- wst-20240423_htm XML 13K
6: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
3: EX-101.LAB XBRL Labels -- wst-20240423_lab XML 61K
4: EX-101.PRE XBRL Presentations -- wst-20240423_pre XML 33K
2: EX-101.SCH XBRL Schema -- wst-20240423 XSD 10K
8: JSON XBRL Instance as JSON Data -- MetaLinks 12± 17K
9: ZIP XBRL Zipped Folder -- 0000105770-24-000035-xbrl Zip 40K
Registrant’s telephone number, including area code: i610-i594-2900
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):
i☐
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon Stock, par value $0.25 per share
iWST
iNew
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 i☐
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; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2024, West
Pharmaceutical Services, Inc. (“West”) announced an update to the role of Bernard Birkett, Chief Financial and Operations Officer. Since May 2022, Mr. Birkett served as both our Principal Financial and Principal Operating Officer. Mr. Birkett‘s leadership while in this combined role has greatly enhanced the operations capabilities of both our Proprietary Products and Contract Manufacturing Business Segments. This now allows us to transfer much of our operational leadership and decision-making to each of our Business Segments to further improve our efficiency. Effective May 1, 2024, Mr. Birkett’s title will be solely Chief Financial Officer (“CFO”), where he will retain financial oversight for both Business Segments, operational oversight of our strategic sourcing function and be involved in key operational issues together
with other members of our executive team. However, we will no longer have a single principal operating officer.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Our 2024 Annual Meeting of Shareholders was held virtually on April 23, 2024.
Our shareholders voted on five proposals at the Annual Meeting. After the Proxy publication date, the U.S. Securities and Exchange Commission ("SEC") issued a No-Action Letter in our favor regarding the shareholder proposal included in the Proxy as Proposal 6. Therefore, that proposal was not presented at the 2024 Annual Shareholder Meeting, because it was duplicative of management Proposals 3 and 4. The proposals are described in detail in our proxy statement dated March
13, 2024. As of February 28, 2024, the record date, there were 73,205,367 shares of our common stock outstanding. Shareholders representing 67,175,691 or 91.76%, 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 2025 Annual Meeting of Shareholders by the following vote:
Name
For
Against
Abstain
Broker
Non-Votes
Mark A. Buthman
64,065,422
781,915
124,206
2,204,148
William F. Feehery
62,874,525
1,981,149
115,869
2,204,148
Robert F. Friel
61,754,357
3,100,948
116,238
2,204,148
Eric
M. Green
59,690,649
2,700,641
2,580,253
2,204,148
Thomas W. Hofmann
60,144,470
4,674,914
152,159
2,204,148
Molly E. Joseph
64,459,745
457,584
54,214
2,204,148
Deborah L. V. Keller
53,932,234
8,407,056
2,632,253
2,204,148
Myla
P. Lai-Goldman
64,413,765
520,163
37,615
2,204,148
Stephen H. Lockhart
64,631,871
215,445
124,227
2,204,148
Douglas A. Michels
60,971,817
3,883,389
116,337
2,204,148
Paolo Pucci
59,965,005
4,889,598
116,940
2,204,148
Proposal
2: Our shareholders approved, on an advisory basis, our named executive officer compensation by the following vote:
For
Against
Abstain
Broker Non-Votes
61,974,315
2,926,263
70,965
2,204,148
Proposal
3: Our shareholders approved to amend and restate our articles of incorporation to eliminate the supermajority transaction requirement by the following vote:
For
Against
Abstain
Broker Non-Votes
64,521,017
434,653
15,873
2,204,148
Proposal
4: Our shareholders approved to amend and restate our articles of incorporation to eliminate the supermajority amendment requirement by the following vote:
2
For
Against
Abstain
Broker Non-Votes
64,516,512
423,867
31,164
2,204,148
Proposal
5: Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2024 fiscal year by the following vote:
For
Against
Abstain
61,537,511
5,501,551
136,629
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 23, 2024, 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.
