Emergent BioSolutions Inc
For the period ended May 23, 2024. Filed Apr 11, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 11, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
|---|
Emergent BioSolutions Inc.
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2024 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Dear Fellow Shareholders,
I join the entire Board of Directors in inviting you to attend Emergent’s 2024 annual meeting of stockholders, to be held virtually on May 23, 2024 at 9:00 a.m., Eastern Time. You can attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/EBS2024, where you will be able to listen to the meeting live, submit questions and vote online.
Looking back at the last year, I am pleased at the work our teams have done in support of our mission, including launching NARCAN® Nasal Spray over the counter, which is helping expand access at this critical point in the opioid epidemic, and continuing to deliver important medical countermeasures to customers around the world.
The Board of Directors is confident in Emergent’s ability to navigate near-term challenges, stabilize operations, improve profitability and return to growth. We will continue working to provide strong governance and independent oversight to represent your interests.
On behalf of the Board, thank you for your continued investment in Emergent and joining us in our mission to protect and enhance life.
Sincerely,
Zsolt Harsanyi, Ph.D.
Chairman of the Board of Directors
April 11, 2024
YOUR VOTE IS IMPORTANT
PLEASE TAKE TIME TO VOTE AS PROMPTLY AS POSSIBLE
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
The 2024 annual meeting of stockholders of Emergent BioSolutions Inc. will be held on May 23, 2024, at 9:00 a.m., Eastern Time. You will be able to attend the annual meeting, vote, and submit questions via live webcast by visitingwww.virtualshareholdermeeting.com/EBS2024.
The annual meeting will be held for the following purposes:
| 1. | To elect each of Donald DeGolyer, Neal Fowler and Marvin White as Class III directors to hold office for a term expiring at our 2027 annual meeting of stockholders, each to serve until their respective successors are duly elected and qualified; |
| 2. | To ratify the appointment by the Audit and Finance Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To hold, on an advisory basis, a vote to approve the 2023 compensation of our named executive officers (“NEOs”); and |
| 4. | To approve an amendment of the Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan. |
We are mailing this notice beginning on or about April 11, 2024 with instructions on how to access our proxy materials and vote online.
As of the date of this notice, the company has received no notice of any matters, other than those set forth above, that may properly be presented at the 2024 annual meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the enclosed proxy card, or their duly constituted substitutes, will be deemed authorized to vote the shares represented by proxy or otherwise act on those matters in accordance with their judgment.
The Board of Directors recommends that you vote FOR the election of each of the Class III director nominees, and “FOR” Proposals 2, 3 and 4. The close of business on March 26, 2024 has been established as the record date for determining those stockholders entitled to receive notice of and to vote at the 2024 annual meeting or any adjournment or postponement thereof.
Your vote is very important. Please read the proxy statement and then, whether or not you expect to attend the annual meeting, and no matter how many shares you own, vote your shares as promptly as possible. You can vote by proxy over the internet, by telephone or by mail by following the instructions provided in the proxy statement and on the proxy card. Submitting your proxy now will help ensure a quorum and avoid additional proxy solicitation costs. To be admitted to the annual meeting atwww.virtualshareholdermeeting.com/EBS2024, you must enter the 16-digit control number which appears on your proxy card, voting instruction form or notice you will receive. You may vote during the annual meeting by following the instructions available on the meeting website during the meeting. You may vote virtually at the annual meeting, even if you have previously submitted a proxy. If you hold shares through a broker, bank or other nominee and wish to vote your shares at the annual meeting, you will need your unique control number that accompanies the instructions that the broker, bank or other nominee provides to you with the proxy materials. If you have any questions about voting your shares or attending the virtual annual meeting, please contact our Investor Relations department at (240)631-3200 or by email at investorrelations@ebsi.com.
You may revoke your proxy before the vote is taken by delivering to our Corporate Secretary a written revocation, submitting a proxy with a later date or by voting your shares virtually at the meeting, in which case your prior proxy will be disregarded.
By Order of the Board of Directors,
Jennifer L. Fox
Executive Vice President, External Affairs, General Counsel and Corporate Secretary
Gaithersburg, MD
April 11, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2024
The company’s proxy statement for the 2024 annual meeting of stockholders and Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available atwww.proxyvote.com.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOUR VOTE IS IMPORTANT. IN ORDER TO ENSURE THE REPRESENTATION OF YOUR SHARES AT THE 2024 ANNUAL MEETING, PLEASE VOTE BY PROXY AS PROMPTLY AS POSSIBLE.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.