WEST PHARMACEUTICAL SERVICES INC
For the period ended Apr 23, 2024. Filed Mar 13, 2024.
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Apr 23, 2024 · Filed Mar 13, 2024
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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 (Amendment No. )
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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
☐ Soliciting Material under §240.14a-12
West Pharmaceutical Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
CEO Letter
Dear Shareholders:
West celebrated a significant milestone in 2023—our 100 th year in business—an accomplishment achieved by only a few select companies. This milestone provided our Company the opportunity to reflect on our rich history and the impact we have made through the relentless pursuit of our purpose to improve patient lives through the packaging and delivery of injectable therapies. Looking ahead to the next century, West is well positioned to not only sustain but enhance our critical role in healthcare as we continue to work by the side of our customers to serve the patients who rely on our products and services.
We had strong 2023 base organic sales growth, excluding the headwinds from lower pandemic-related sales, led by high-value product components and device and contract manufacturing. Our overall 2023 net sales of $2.95 billion was driven by 1.6% organic net sales growth. We continued our capital investments across our manufacturing network with $362.0 million spent on capital expenditures in 2023, driving our capacity capabilities and helping to meet the increased needs of our customers. Our ongoing success can be attributed to our proven growth strategy and the strength of our One West team, who I would like to thank for their dedication and commitment to our mission.
As we look to the future, we are making significant capital investments in our already strong global operations footprint to enable additional capacity for the increased customer demand. In February, we opened a new research and development lab in Radnor, Pennsylvania, where our research focus will expand to include containment and systems for advanced therapies and biomaterials, alongside development and testing for elastomer-glass systems, containment and packaging options. These investments, together with a strong and growing portfolio of products and services, will fuel organic sales growth and margin expansion, allowing West to reach more patients and deliver value back to shareholders.
Our commitment to responsible business practices remains steadfast and I am proud to report that West has once again been recognized for our Environmental, Social and Governance (“ESG”) business practices with accolades fromUSA Today,naming West one of America’s Climate Leaders andNewsweek, listing West as one of America’s Most Responsible Companies. In partnership with our customers and suppliers, we continue to evolve our environmental targets as we solve ESG challenges together. Our progress and the newly set six priorities of our strategy will be outlined in our annual ESG Report later this year.
As in years past, the Management team, in collaboration with the Board of Directors, continues to uphold our commitment to aligning team performance with compensation and awards. Our transparent pay-for-performance plans for our executives has continued to receive more than 95 percent support from you, our shareholders, as detailed in this Proxy Statement.
Over the course of our 100 years in business, we have grown from manufacturing rubber and plastic solutions to designing and producing smart medical systems, critical to the delivery of today’s most advanced injectable therapies. As a global market leader, West is defining the evolution of an industry that will continue to bring about a healthier world for the patients we serve. We remain grateful to all our shareholders who have supported West along the way and to those who join us in looking forward to West’s future.
Eric M. Green
President, Chief Executive Officer and Chair of the Board
West Pharmaceutical Services, Inc.Notice of 2024 Annual Meeting
530 Herman O. West Drive
Exton, Pennsylvania 19341
March 13, 2024
The 2024 Annual Meeting of Shareholders of West Pharmaceutical Services, Inc. will be held by live webcast on:
Tuesday, April 23, 2024
9:30 AM, Eastern Daylight Time
To participate in the virtual Annual Meeting or to vote in that meeting, shareholders must enter the 16-digit digital control number found on their individualized proxy cards at the meeting specific website
www.virtualshareholdermeeting.com/WST2024
on the day of the meeting. Online access to the webcast will open 15 minutes prior to the start of the meeting. We encourage you to log on early. Additionally, shareholders participating in the Annual Meeting via the webcast may submit questions through the virtual meeting platform by following the instructions described in this Proxy Statement and on the website.
The scheduled items of business are:
| 1. | Election of nominees named in the Proxy Statement as directors, each for a term of one year or until their successor is appointed or elected |
| 2. | Consideration of an advisory vote to approve Named Executive Officer compensation |
| 3. | Amend and Restate Our Amended and Restated Articles of Incorporation (“Articles”) to Eliminate Supermajority Voting Requirement |
| 4. | Amend and Restate Our Articles to Eliminate Supermajority Voting Requirement |
| 5. | Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2024 |
| 6. | Shareholder proposal entitled “Simple Majority Vote” |
Please note, Proposal 6 is subject to a No-Action Letter request and will not be presented at the shareholder meeting if the SEC rules in our favor. We will also transact such other business as may properly come before the meeting and any adjournments or postponements thereof.
Shareholders of record of West common stock at the close of business on February 28, 2024 are entitled to notice of, and to vote at, the meeting and any postponements or adjournments thereof.
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| | Kimberly B. MacKaySr. Vice President, General Counseland Corporate Secretary |
Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting on April 23, 2024
This Notice of Annual Meeting and Proxy Statement (“Notice”) and the 2023 Annual Report on Form 10-K (“2023 Annual Report”) are available on our website at:www.westpharma.com/investors
Your Vote is Important
Please vote as promptly as possible electronically via the Internet or by completing, signing, dating and returning the proxy card or voting instruction card.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.