Broker Voting

The current governance structure of the Board follows:

·                  The offices of Chairman and CEO are separate;

·                  The Board has established and follows robust corporate governance guidelines;

·                  All of the members of the Board, other than Mr. Green, are independent;

·                  The Audit, Compensation, Nominating and Corporate Governance and Innovation and TechnologyAll Board Committees are each composed solely of independent directors;

·                  Our independent directors meet regularly in executive session both at the Board and Board committee levels; and

·                  Our directors as a group possess a broad range of skills and experience sufficient to provide the leadership and strategic direction the Company requires as it seeks to enhance long-term value for shareholders.

Dr. Morel, the CEO prior to Mr. Green, served as both Chairman and CEO, whereas Mr. Green currently serves as President and CEO and Mr. Zenner serves as Chairman.  The Board does not currently have a lead independent director, although the Board believes it may be useful and

appropriate to designate a lead independent director ifWhile the offices of Chairman and CEO are combined incurrently separate, the future.

The Board takes a flexible approach to the issue of whether the offices of Chairman and CEO should be separate or combined.  This approach allows the Board to regularly evaluate whether it is in the best interests of the Company for the CEO or another director to hold the position of Chairman.

With the retirement of Dr. Morel and appointment of Mr. Green,The Board does not currently have a lead independent director, although the Board reassessedbelieves it may be useful and appropriate to designate a lead independent director if the combinationoffices of Chairman and CEO are combined in the CEO and Chairman positions.  Effective upon Dr. Morel’s retirement as CEO, the Board determined that separating the positions is currently the best leadership structure for the Company.future.

We believe the current Board leadership structure is appropriate at this timenow because it allows the Chairman to focus on corporate governance and management of the Board priorities and allows the CEO to focus directly on managing our operations and growing the Company.

During previous CEO transitions, the Board has twice separated the CEO and Chairman roles. This approach has been successful in enabling the CEO to develop strategy in consultation with the Board and ensure the effective implementation of that strategy.

Upon Dr. Morel’s stepping down as CEO on April 24, 2015, he was named Chairman through June 30, 2015 to aid in the transition to Mr. Green as the new CEO.  Upon Dr. Morel’s retirement as Chairman on June 30, 2015, Patrick J. Zenner, an independent director who is the Chairman of the Nominating and Corporate Governance Committee and previously served as the Chairman, Independent Directors, was appointed by the Board effective in July 2015 to serve as the Chairman of the Board until the 2016 Annual Meeting of Shareholders.  The responsibilities of the Chairman include:

·                  Chairing Board meetings, including executive sessions of the independent directors;

·                  Approving agendas and schedules for each Board meeting in consultation with the CEO; and,

·                  Serving as principal liaison between the CEO and the independent directors.

Each independent director may add items to the agenda.  Independent directors meet in regularly scheduled executive sessions and in special executive sessions called by the Chairman.

The Board has fourfive standing committees:

·            Audit Committee;

·            Compensation Committee;

·            Finance Committee;

·            Innovation and Technology Committee; and,

·Nominating and Corporate Governance Committee; and,

·Innovation and Technology Committee.

The Finance Committee was added in 2016 to review proposals made by Management regarding the optimal capital structure and spending of the Company, analyze, oversee and approve potential opportunities for business combinations, acquisitions, divestitures and similar strategic transactions and to ensure all transactions are in alignment with the Company’s strategic plan.  From time to time, the Board may form ad hoc committees to address specific situations as they may arise.  During 2014, the Board established one ad hoc committee, the Succession Planning

Committee.  The Succession Planning Committee was dissolved upon the appointment of Mr. Green as CEO on April 24, 2015.  Each committee consists solely of independent directors.  Each standing committee has a written charter, which is posted in the “Investors—Corporate Governance” section of our website at www.westpharma.com.

You may request a printed copy of each standing committee’s charter from our Corporate Secretary.

Candidates for nomination to our Board are selected by the Nominating and Corporate Governance Committee in accordance with the Committee’s charter, our Amended and Restated Articles of Incorporation, our Bylaws and our Corporate Governance Principles.  All persons recommended for nomination to our Board, regardless of the source of the recommendation, are evaluated by the Committee.

The Board and the Nominating and Corporate Governance Committee consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members:

·      A director is nominated based on his or her professional experience.  A director’s traits, expertise and experience add to the skill-set of the Board as a whole and provide value in areas needed for the Board to operate effectively.

·      A director must have high standards of integrity and commitment, and exhibit independence of judgment, a willingness to ask hard questions of managementManagement and the ability to work well with others.

·      A director should be willing and able to devote sufficient time to the affairs of the Company and be free of any disabling conflict.

·      All of the non-employee directors should be “independent” as outlined in our Standards.

·      A director should exhibit confidence and a willingness to express ideas and engage in constructive discussion with other Board members, Company managementManagement and all relevant persons.

·      A director should actively participate in the decision-making process, be willing to make difficult decisions, and demonstrate diligence

and faithfulness in attending Board and committee meetings.

·      The Board generally seeks active or former senior-levelsenior executives of public companies, particularly those with international operations, leaders in the healthcare or public health fields, with science or technology backgrounds, and individuals with financial expertise.

When reviewing nominees, the Nominating and Corporate Governance Committee considers whether the candidate possesses the qualifications, experience and skills it considers appropriate in the context of the Board’s overall composition and needs.  The Nominating and Corporate Governance Committee also values diversity on the Board in the director nominee identification and nomination process.  Our Corporate Governance Principles were revised in 2016 to specifically include a statement of the importance of board diversity to ensure that the director nomination process considers a diverse mix of background, age, gender, sexual orientation, and cultural and ethnic composition.

Accordingly, the Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board.  The Committee regularly assesses the effectiveness of this approach as part of its review of the Board’s composition.

To assist it with its evaluation of the director nominees for election at the 20162017 Annual Meeting, the Committee took into accountconsidered the factors listed above and used a skills matrix highlighting the experience of our directors in areas such as industry experience, international background, leadership, financial literacy, risk management expertise and independence.

Under the heading “Director Qualifications and Biographies,” we provide an overview of each

The Board has adopted written policies and procedures relating to the Nominating and Corporate Governance Committee’s review and approval of transactions with related persons that are required to be disclosed in proxy statements under SEC regulations.  A “related person” includes our directors, officers, 5% shareholders and immediate family members of these persons.

Under the policy, the Nominating and Corporate Governance Committee reviews the material facts of all related-person transactions, determines whether the related person has a material interest in the transaction and may approve, ratify, rescind or take other action with respect to the transaction.

In approving a transaction, the Committee will take into account,consider, among other factors, whether

the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transactions.

The Committee reviews and pre-approves certain types of related person transactions, including certain transactions with companies at which the related person is an employee only, and charitable contributions that would not disqualify a director’s independent status.  The policy and procedures can be found in the “Investors—Corporate Governance — Related Party Transaction Policies and ProceduresGovernance Documents” section of our website,www.westpharma.com.

We have no related person transactions required to be reported under applicable SEC rules.

We believe that our long-term success is directly related to our ability to attract, motivate and retain highly talented individuals committed to continually improving financial performance, achieving profitable growth on a sustainable basis and enhancing shareholder value.

To that end, our Compensation Committee (all subsequent references to “Committee” in this section are to the Compensation Committee) has developed and implemented a pay-for-performance compensation philosophy that closely aligns our executives’ incentive compensation with Company performance and shareholder interests on a short- and long-term basis without promoting excessive risk.  When we deliver expected performance, our pay should approximate the market median.  Actual compensation, however, varies with our performance.

The Annual Incentive Plan (“AIP”), our annual cash incentive bonus plan, is based primarily on our performance on twothree financial measures: adjusted dilutedAdjusted Diluted EPS, Adjusted operating cash flow (“Adjusted OCF”) and adjusted operating cash flow.  Performance standards for regionalconsolidated revenue (“Adjusted Revenue”).  During 2016, we also realigned annual incentive plan targets and divisional heads, including Mr. Paproskiour incentive compensation philosophy consistent with our new organizational structure announced in the first quarter and Ms. Flynn, also includedour refined enterprise strategy.  These revised targets for divisional sales, operating profitwill help ensure alignment between business performance and cash flow.  Mr. Paproski, who led our Delivery Systems business unit in 2015, where innovation is keypay.

Adjusted Revenue was added to the targets used previously to provide further incentive to our success, is also subjectentire organization to goals based on reaching milestones forincrease our key innovative projects.sales and expand our business.  No awards are paid unless performance exceeds the threshold of 85% of the target.  At the 85% level only 50% of the AIP target is paid.

Our long-term incentive awards are aligned with shareholder interests because they deliver value based on the achievement of the three-year compound annual growth rate (“CAGR”) and the return on invested capital (“ROIC”) targets, along with encouragingtargets.  The plan also encourages share ownership and helps in the retention of key talent.

As in prior years, we undertook a review to ensure our long-term goals were delivering shareholder value.  That review indicated that our long-term incentive plan payouts are highly-

correlatedhighly-correlated with our TSR over the performance period and that our TSR outpaces our peers and the market as a whole.

A significant portion of the total compensation opportunity for each of our executives, including the named executive officers or “NEOs,”NEOs, is directly dependent on the achievement of pre-established corporate goals.

Our New Leadership Structure

On January 12, 2016, we announced a reorganization of the Company including the manner in which we managegoals — more than 75% for our business.  Key changes include:CEO and more than two-thirds for our other NEOs.

·Formation of a Commercial organization led by Ms. Flynn. This organization will leverage the strength of West’s proprietary product portfolio by focusing on three key customer markets – Biologics, Generics and Pharmaceuticals, and also includes our contract manufacturing business unit;

·Formation of the Innovation and Technology organization initially led by Mr. Paproski.  Mr. Paproski announced his retirement effective April 1, 2016 and will be succeeded by Eric Resnick.  This organization will focus on product design and development to push the leading-edge of applications to contain, administer and deliver injectable therapies.  These include new delivery platforms, such as the SmartDose® wearable injector, and new applications of Daikyo Crystal Zenith® technology; and,

·Consolidation of our global operating footprint with the newly formed Global Operations organization.  This organization reports directly to the CEO.

The Company delivered exceptional financial performance in 2015,2016, achieving record net sales, adjusted operating profit and adjusted dilutedAdjusted Diluted EPS.  Compared to 20142015 net sales increased 7.2%9.1% (at constant currency exchange rates), gross margin grew by 1100.6 margin points to 32.6%33.2%, adjusted operating margin grew 701.2 margin points to 13.6% 14.8% and adjusted dilutedAdjusted Diluted EPS increased 19%21.3% (at constant currency exchange rates).  For additional information please see “Performance and Compensation Highlights” on page 2.