Avantor, Inc.
For the period ended May 7, 2026. Filed Mar 27, 2026.
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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 7, 2026 · Filed Mar 27, 2026
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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
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 |
| ☐ | Soliciting Material Pursuant under §240.14a-12 |
AVANTOR, INC.
(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 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 |
2026 Proxy Statement
and Notice of Annual Meeting of Stockholders
Our MissionWe set science in motion to create a better world.
Our VisionFrom discovery to delivery, we are a trusted global provider of mission-critical products and services to customers and suppliers in the life sciences, education, government, advanced technologies and applied materials industries.
Our ValuesOur core set of principles that guide and focus our strategy are our iCARE values:
ACCOUNTABILITY
We hold ourselves accountable for delivering on our promises to our customers, suppliers, shareholders and colleagues to achieve our shared goals. This includes our commitment to meeting the evolving needs of our customers, suppliers, associates, communities and the environment.
RESPECT
We work to build an inclusive culture by seeking to understand each other’s experiences and celebrating our diverse backgrounds. We treat others with dignity and operate with the highest level of integrity. Whether working with internal or external partners, we act as one team and always assume others have good intent.
EXCELLENCE
We never settle for the status quo. We strive to achieve the highest levels of safety, quality, and service. Our passion for continuous improvement is embodied by every employee, the results we achieve together, and the support we provide to our customers. We do our best when we welcome diverse perspectives and work collaboratively to find solutions.
INNOVATION
We know that the best ideas come from the collaboration of diverse perspectives. We empower all employees to explore and contribute ideas that elevate our product and service solutions. We welcome feedback that challenges our thinking and helps us grow. By collaborating with our industry partners, we improve scientific outcomes.
CUSTOMER CENTRIC
Everything we do begins with actively listening and collaborating with our internal and external customers. By understanding their challenges and aspirations, we proactively identify solutions that address their current and future needs.
| In 2025, the board of directors took aggressive action to enhance governance, strengthen the business, and build stockholder trust.”GREGORY SUMMEChairman | Message from our ChairmanDear Stockholders,We are pleased to invite our stockholders to our 2026 Annual Meeting of Shareholders on May 7, 2026, at 11:00 a.m. Eastern Time, where we look forward to sharing more about Avantor’s recent progress. We appreciate your vote on the matters set forth in our Proxy Statement. In 2025, the Board of Directors took aggressive action to enhance governance, strengthen the business, and build stockholder trust. We were pleased to appoint Emmanuel Ligner as our Chief Executive Officer in August 2025. Emmanuel is a highly energetic and experienced leader in the life sciences industry with a strong track record of value creation. Emmanuel and his leadership team have launched a comprehensive improvement program, labeled Revival, and we are encouraged by the early results. Since the launch of the Revival program in October, Avantor has taken significant steps to improve our go-to-market strategy, including relaunching VWR, Avantor’s leading distribution channel, and ensuring each of our two primary businesses compete in the market with distinct and fit-for-purpose strategies. Avantor is well positioned to build on this early progress, as we advance the Revival program and continue to serve our more than 300,000 customer locations. We also strengthened our Board in the fourth quarter of 2025 with the addition of three very talented new directors – Simon Dingemans, Greg Lucier, and Sanjeev Mehra. Each brings valuable leadership experience in healthcare, global operations, talent management, and capital allocation and will help support Avantor’s Revival plan.Our Board is committed to holding itself and Avantor leadership accountable, and we are confident in our ability to deliver greater value for our stockholders. On behalf of the Board, our management team, and thousands of associates around the world, thank you for your support and for your investment in Avantor. |
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Notice of 2026 Annual Meeting of Stockholders
VIRTUAL STOCKHOLDERS MEETING
| Items of Business | Board Recommendations | |
| 1 | To elect the nine directors named in this Proxy Statement to serve a one-year term expiring at the 2027 annual meeting of stockholders; | “FOR” each of the nomineesPage 11 |
| 2 | To approve, on an advisory basis, the compensation of our named executive officers; | “FOR”Page 42 |
| 3 | To determine, on an advisory basis, the frequency of future advisory votes on executive compensation; | “ONE-YEAR”Page 43 |
| 4 | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026; and | “FOR”Page 83 |
| 5 | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The Annual Meeting of Stockholders (“Annual Meeting”) of Avantor, Inc. (“Avantor” or the
“Company”) will be held on Thursday, May 7, 2026, at 11:00 a.m. Eastern Time. This year’s
Annual Meeting will be completely virtual, 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/AVTR2026. You will need the 16-digit control
number included on your 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 13, 2026 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 2026 Annual Meeting.
For more information on how to attend the meeting and vote, see “Questions and Answers
About the Meeting and Voting” in the Proxy Statement.
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 2026 Annual Meeting and Proxy Statement, together with our Annual Report
on Form 10-K for the fiscal year ended December 31, 2025, were first made available to
stockholders on or about March 27, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder
Meeting to Be Held on May 7, 2026: This Notice and 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.
Please refer to the enclosed proxy materials or the information forwarded by your bank,
broker, trustee or other intermediary to see which voting methods are available to you.
Date and TimeThursday, May 7, 202611:00 a.m. Eastern Time
LocationOnline Virtual Meeting at www.virtualshareholdermeeting.com/AVTR2026
Who Can VoteStockholders of record of Avantor common stock at the close of business on March 13, 2026
HOW TO CAST YOUR VOTE Your vote is important! Please cast your vote and play a part in the future of Avantor. You may vote using any one of the following methods. You will need your 16-digit control number from your Notice of Internet Availability or proxy card.
Internetbefore the Annual Meeting atwww.proxyvote.com
Phonecall 1-800-690-6903 toll-free from the U.S. or Canada
Mailreturn the signed proxy card
Virtual meetingonly if you are an eligible stockholder or beneficial owner and have registered and obtained a legal proxy
Your vote is important. We
encourage you to vote by proxy in
advance of the Annual Meeting.
Voting in advance will not affect
your right to attend the Annual
Meeting. Even if you plan to
attend via live audio webcast,
we hope you will vote as soon
as possible.
| 2 | 2026 Proxy Statement |
| Proxy Summary | 3 | |
|---|---|---|
| Proposal 1Election of Directors | 11 | |
| Director Nomination Process | 12 | |
| Director Skills Matrix | 13 | |
| Director Nominees to Serve for a One-Year Term Expiring in 2027 | 14 | |
| Corporate Governance | 20 | |
| Board and Governance Highlights | 20 | |
| The Structure and Role of the Board of Directors | 21 | |
| Committees of the Board | 24 | |
| Board Policies and Practices | 29 | |
| Stockholder Engagement Program | 31 | |
| Governance Documents | 32 | |
| Communications with Directors | 33 | |
| Certain Relationships and Related Person Transactions | 33 | |
| Commitment to Sustainability | 34 | |
| Director Compensation | 37 | |
| Stock Ownership Guidelines | 38 | |
| Stock Ownership Information | 39 | |
| Avantor Stock Ownership | 39 | |
| Delinquent Section 16(a) Reports | 41 | |
| Proposal 2Advisory Approval of Named Executive Officer Compensation | 42 | |
| Proposal 3Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | 43 | |
| Executive Compensation | 44 | |
| Compensation Discussion and Analysis | 44 | |
| Executive Summary | 45 | |
| Compensation Philosophy & Objectives — How We Make Compensation Decisions | 49 | |
| Elements of Compensation — What We Paid and Why | 51 | |
| Compensation and Human Resources Committee Report | 65 |
| Executive Compensation Tables | 66 | |
|---|---|---|
| Summary Compensation Table | 66 | |
| CEO Pay Ratio | 77 | |
| Equity Compensation Plans | 78 | |
| Pay Versus Performance Disclosure | 79 | |
| Proposal 4Ratification of Appointment of Independent Registered Public Accounting Firm | 83 | |
| Report of the Audit and Finance Committee | 84 | |
| Audit and Non-audit Fees | 85 | |
| Pre-approval Policy for Auditor Services | 85 | |
| Questions and Answers About the Meeting and Voting | 86 | |
| Other Business | 91 | |
| Appendix A: Non-GAAP Financial Measurements | 92 |
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
Certain of the statements contained in this Proxy Statement are forward-
looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
are subject to the safe harbor created thereby under the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
discuss our current expectations and projections relating to our financial
condition, results of operations, plans, objectives, future performance and
business. These statements may be preceded by, followed by or include
the words “aim,” “anticipate,” “assumption,” “believe,” “continue,”
“estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “likely,” “long-
term,” “near-term,” “objective,” “opportunity,” “outlook,” “plan,” “potential,”
“project,” “projection,” “prospects,” “seek,” “target,” “trend,” “can,” “could,”
“may,” “should,” “would,” “will,” the negatives thereof and other words and
terms of similar meaning.
We have based these forward-looking statements on our current
expectations and projections about future events. Although we believe
that our assumptions made in connection with the forward-looking
statements are reasonable, we cannot assure you that the assumptions
and expectations will prove to be correct. Factors that could contribute to
these risks, uncertainties and assumptions include, but are not limited to,
the factors described in “Risk Factors” in our most recent Annual Report
on Form 10-K, as such risk factors may be updated from time to time in
our periodic filings with the SEC. All forward-looking statements speak
only as of the date of this Proxy Statement. We undertake no obligations
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise other than as
required under the federal securities laws.
Web links throughout this document are provided for convenience only,
and the content on the referenced website does not constitute a part of
this Proxy Statement.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.