Avantor Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MESSAGE FROM

OUR CHAIRMAN

At Avantor, we are proud of the role we play in creating a better, healthier world – enabling and accelerating innovation across the life sciences and advanced technology industries.

We are pleased to invite our stockholders to attend the 2024 Annual Meeting of Stockholders that will be held virtually on May 9, 2024, at 11:00 a.m. Eastern Time. At the meeting, we will review developments during the prior year, and stockholders will have the opportunity to ask questions and vote on matters outlined in the accompanying Notice of Annual Meeting and Proxy Statement.

I am proud to lead a deeply experienced and diverse Board of Directors, with more than 200 years of combined experience in the life sciences and healthcare industries. Our Board regularly engages with a broad range of stakeholders to inform our perspectives and ensure we remain agile in adapting to market dynamics to continue advancing our sustainable growth platform.

In 2023, Avantor earned new and expanded multi-year customer relationships that reflect our value as a trusted partner from discovery to delivery. We are strategically integrated into our customers’ laboratory and manufacturing workflows around the world through research, development, and commercialization. Our Company has been privileged to be engaged at the forefront of many breakthroughs in modern medicine and technology, and we are specified into 85 percent of the top 20 biologic therapies.

We have also made purposeful, strategic investments in manufacturing capacity, supply chain, innovation and digital capabilities to drive efficiencies and position the company for future growth. For example, we are doubling the size of our Bridgewater, N.J. innovation center which is a core hub for collaboration with our biotech and biopharma customers.

At our Investor Day in December 2023, we introduced Avantor’s new operating model, which will sharpen our focus in further building our Bioscience Production and Lab Solutions businesses, increase efficiency and position Avantor for long-term growth. In addition to the growth opportunities that we expect our new model to unlock, we initiated a multi-year cost-out initiative to streamline our operations, footprint, and broader cost base.

Sustainability remains core to our long-term growth strategy and the value we deliver. In 2023, we continued to make progress instilling sound corporate responsibility practices across our business, including setting new science-based climate targets and expanding our Responsible Supplier program globally. I encourage you to read more about these efforts in our annual sustainability report, which will be available in June on www.avantorsciences.com.

Avantor is well positioned to continue strengthening its partnership with global customers operating in attractive innovation-driven growth markets. Our experienced management team and Board of Directors will continue to focus on strong execution in pursuit of stockholder value creation. Your feedback is a valuable input to our decision-making, and we encourage you to sign and return your proxy card or use telephone and Internet voting prior to the meeting.

On behalf of our Board, our management team and our thousands of associates around the world, thank you for your support and for your investment in Avantor.

Jonathan Peacock

Chairman

Notice of 2024 Annual Meeting of Stockholders

VIRTUAL STOCKHOLDERS MEETING

The Annual Meeting of Stockholders (“Annual Meeting”) of Avantor, Inc. (“Avantor” or the “Company”) will be held on Thursday, May 9, 2024 at 11:00 a.m. Eastern Time. This year’s Annual Meeting will be a completely “virtual meeting,” conducted via live audio webcast on the Internet. Stockholders will be able to listen to and participate in the meeting online, vote their shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AVTR2024. Participants will need the 16-digit control number included on their Notice of Internet Availability or proxy card to gain access to the meeting. Stockholders of record of Avantor common stock at the close of business on March 15, 2024 will be able to vote online during the meeting. You have received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares at the 2024 Annual Meeting of Stockholders.

The purposes of the meeting are:

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting. Whether or not you plan to attend via live audio webcast, we hope you will vote as soon as possible. Your proxy materials include instructions on how to vote, including by Internet. If you hold your shares through a brokerage firm, bank, or other similar entity, please follow their instructions.

On behalf of Avantor’s Board of Directors,

Claudius O. Sokenu

Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary

This Notice of Annual Meeting and Proxy Statement, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, were first made available to stockholders on or about March 29, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 9, 2024: This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.