0000105770false00001057702024-04-232024-04-23

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

19341-1147

(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)

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. ☐

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.

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:

Proposal 2: Our shareholders approved, on an advisory basis, our named executive officer compensation by the following vote:

Proposal 3: Our shareholders approved to amend and restate our articles of incorporation to eliminate the supermajority transaction requirement by the following vote:

Proposal 4: Our shareholders approved to amend and restate our articles of incorporation to eliminate the supermajority amendment requirement by the following vote:

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:

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.