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 12, 2022
Avantor, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-38912 | 82-2758923 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
(Address of principal executive offices, including zip code)
(610) 386-1700
(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:
☐ 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, $0.01 par value | | AVTR | | New York Stock Exchange |
| 6.250% Series A Mandatory Convertible Preferred Stock, $0.01 par value | | AVTR PRA | | 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 5.07 Submission of Matters to a Vote of Security Holders
On May 12, 2022, Avantor, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). The final voting results for each of the items submitted to a stockholder vote at the 2022 Annual Meeting are set forth below.
1. The stockholders elected eleven directors to serve for a one-year term expiring at the Company’s 2023 Annual Meeting of Stockholders, subject to election and qualification of their successors, based on the following voting results:
| | | | | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Nominee | | | | |
| Juan Andres | 527,767,978 | | 9,116,730 | | 372,121 | | 26,876,422 | |
| John Carethers | 536,578,164 | | 305,097 | | 373,568 | | 26,876,422 | |
| Matthew Holt | 512,768,267 | | 24,114,947 | | 373,615 | | 26,876,422 | |
| Lan Kang | 536,602,397 | | 287,964 | | 366,468 | | 26,876,422 | |
| Joseph Massaro | 529,338,122 | | 7,545,057 | | 373,650 | | 26,876,422 | |
| Mala Murthy | 536,758,675 | | 131,950 | | 366,204 | | 26,876,422 | |
| Jonathan Peacock | 525,189,202 | | 11,693,936 | | 373,691 | | 26,876,422 | |
| Michael Severino | 529,383,465 | | 7,499,809 | | 373,555 | | 26,876,422 | |
| Christi Shaw | 532,751,264 | | 4,139,098 | | 366,467 | | 26,876,422 | |
| Michael Stubblefield | 529,384,024 | | 7,504,455 | | 368,350 | | 26,876,422 | |
| Gregory Summe | 510,140,664 | | 26,742,758 | | 373,407 | | 26,876,422 | |
2. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, based on the following voting results:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions |
| Ratification of Appointment of Independent Registered Public Accounting Firm | 560,586,021 | | 3,183,769 | | 363,461 | |
3. The stockholders approved, on an advisory basis, the 2021 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 | 503,986,364 | | 32,885,734 | | 384,731 | | 26,876,422 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in 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. | | | | | | | | | | | |
| Avantor, Inc. |
| |
| Date: May 13, 2022 | By: | /s/ Justin Miller |
| | Name: | Justin Miller |
| | Title: | Executive Vice President, General Counsel and Secretary
(Duly Authorized Officer) |
