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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 267K
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(Address
of principal executive offices, including zip code)
i(610)i386-1700
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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(s)
Name of each exchange on which registered
iCommon
Stock, $0.01 par value
iAVTR
iNew York Stock Exchange
i6.250%
Series A Mandatory Convertible Preferred Stock, $0.01 par value
iAVTR PRA
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). i☐ 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
3.03 Material Modification to Rights of Security Holders.
As described in Item 5.07 below, at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Avantor, Inc. (the “Company”) held on May 13, 2021, the stockholders of the Company approved certain amendments to the Company’s second amended and restated certificate of incorporation.
The amendments permit stockholders of record who own shares representing at least 20% of the relevant voting power continuously for at least one year to call a special meeting of stockholders, provided that the stockholders
satisfy specified requirements. In addition, the amendments replace the 66 2/3% voting requirements in our second amended and restated certificate of incorporation with the default standard under the Delaware General Corporation Law, which is majority voting requirements. As a result, any future action by stockholders to alter, amend or repeal our certificate of incorporation or bylaws can be approved by the affirmative vote of a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Effective as of April 14, 2021, Jo Natauri resigned from the
Company’s board of directors (the “Board”). Ms. Natauri was originally designated as a director by affiliates of Goldman Sachs pursuant to the terms of the Company’s stockholders agreement, dated as of November 21, 2017. Ms. Natauri indicated that her decision to resign was not a result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.
(d) On April 14, 2021, the Board, upon the recommendation of its Nominating and Governance Committee, appointed Lan Kang as a Class III director with an initial term
expiring at the Company’s 2022 Annual Meeting of Stockholders. The appointment of Ms. Kang as an independent director fills a vacant board seat.
Ms. Kang, age 52, is a managing director at CBC Group, a healthcare-focused private equity investment firm based in Shanghai, China, a position she has held since 2020. From 2019 to 2020, Ms. Kang served as a senior advisor to Shanghai Henlius Biotech Co., Ltd., a global clinical-stage biophama company. From 2010 to 2018, Ms. Kang served in a variety of roles at Fosun Group, a Hong Kong-based investment holding company, including Chief Human Resources Officer and as the head of the Fosun
Insurance
Group. Prior to Fosun, Ms. Kang was a senior client partner at Korn Ferry International from 2007 to 2010 and was an engagement manager at McKinsey & Company from 2002 to 2007. Ms. Kang serves on the board of directors of Everest Medicines Limited. Ms. Kang holds a B.S. in biological science and technology from Zhejiang University in Hangzhou, China, a M.S. in chemistry from Tulane University and an M.B.A. in healthcare management from The Wharton School of the University of Pennsylvania.
The Board has determined that Ms. Kang meets the applicable independence standards of the New York Stock Exchange corporate governance listing standards.
There are no arrangements or understandings with any other persons pursuant to which Ms. Kang was selected as a director of the Company and Ms. Kang does
not have a direct or indirect material interest in any, or any currently proposed, transaction in which the Company is a participant that requires disclosure under Item 404(a) of Regulation S-K.
Ms. Kang is eligible to receive the standard compensation applicable to non-employee directors: (1) an annual cash retainer of $75,000 (prorated based on her service during the 2021 fiscal year) and (2) a grant of a number of restricted stock units equal to $200,000, divided by the market value of Company common stock on the date of his appointment (prorated based on her service during the 2021 fiscal year). The restricted stock units are scheduled to vest in full one year from the grant date, subject to Ms. Kang’s continued service as a director through that date.
Item 5.07 Submission of Matters to a Vote
of Security Holders
As described in Item 3.03 above, the Company held its 2021 Annual Meeting of Stockholders on May 13, 2021. For more information on the following proposals submitted to stockholders, see the Proxy Statement. The final voting results for each of the items submitted to a stockholder vote at the annual meeting are set forth below.
1. The stockholders elected four Class II directors with one-year terms expiring at the Company’s 2022 annual meeting of stockholders, based on the following voting results:
Votes
For
Votes Against
Abstentions
Election of Class II Directors
Matthew Holt
476,078,524
6,821,346
19,967
Michael Severino
482,619,549
279,963
20,325
Christi
Shaw
474,533,292
8,367,494
19,051
Gregory Summe
417,875,032
65,024,545
20,260
2. As described in Item 3.03 above, the stockholders approved amendments of the Certificate
of Incorporation to (a) permit stockholders of record representing at least 20% of the relevant voting power continuously for one year to call a special meeting of stockholders and (b) remove the supermajority voting standards for stockholder approval of future amendments to the Certificate of Incorporation and Bylaws, based on the following voting results:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
2a. Amendment to permit stockholders of record representing at least 20% of the relevant voting power to call a special meeting
482,430,515
469,552
19,770
13,911,229
2b.
Amendment to remove supermajority voting standards
482,753,683
147,788
18,366
13,911,229
3. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, based on the
following voting results:
Votes For
Votes Against
Abstentions
Ratification of Appointment of Independent Registered Public Accounting Firm
495,004,290
1,800,897
25,879
4. The
stockholders approved, on an advisory basis, the 2020 compensation of the Company’s named executive officers, based on the following voting results:
Votes For
Votes
Against
Abstentions
Broker Non-Votes
Advisory Vote on Named Executive Officer Compensation
Cover Page Interactive Data File (formatted as Inline XBRL)
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.
