Item 3.03  Material Modification to Rights of Security Holders.
As described in Item 5.07 below, at the 2021 Annual Meeting of Stockholders (the
"Annual Meeting") of Avantor, Inc. (the "Company") held on May 13, 2021, the
stockholders of the Company approved certain amendments to the Company's second
amended and restated certificate of incorporation.
The amendments permit stockholders of record who own shares representing at
least 20% of the relevant voting power continuously for at least one year to
call a special meeting of stockholders, provided that the stockholders satisfy
specified requirements. In addition, the amendments replace the 66 2/3% voting
requirements in our second amended and restated certificate of incorporation
with the default standard under the Delaware General Corporation Law, which is
majority voting requirements. As a result, any future action by stockholders to
alter, amend or repeal our certificate of incorporation or bylaws can be
approved by the affirmative vote of a majority of the outstanding stock entitled
to vote thereon, and a majority of the outstanding stock of each class entitled
to vote thereon as a class.
The fuller description of the amendments to the Company's second amended and
restated certificate of incorporation included under   Item 2 "Amendments to the
Certificate of Incorporation to Add Stockholder Right to Call Special Meetings
and Remove Supermajority Voting Standards    "   in the definitive proxy
statement on Schedule 14A filed by the Company with the Securities and Exchange
Commission on April 13, 2021 (the "Proxy Statement") is incorporated by
reference into this Item 3.03.
The foregoing description of the amendments to the Certificate of Incorporation
does not purport to be complete and is qualified in its entirety by reference to
the third amended and restated certificate of incorporation, a copy of which has
been filed as Exhibit 3.1 hereto and is incorporated by reference herein.
The amendments to the Company's second amended and restated certificate of
incorporation became effective on May 13, 2021 upon the filing of the third
amended and restated certificate of incorporation with the Secretary of State of
the State of Delaware. The amendments modify the rights of holders of the
Company's Common Stock, $0.01 par value per share.
Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)  Effective as of April 14, 2021, Jo Natauri resigned from the Company's
board of directors (the "Board"). Ms. Natauri was originally designated as a
director by affiliates of Goldman Sachs pursuant to the terms of the Company's
stockholders agreement, dated as of November 21, 2017. Ms. Natauri indicated
that her decision to resign was not a result of any disagreement with the
Company or any matter relating to the Company's operations, policies or
practices.
(d)  On April 14, 2021, the Board, upon the recommendation of its Nominating and
Governance Committee, appointed Lan Kang as a Class III director with an initial
term expiring at the Company's 2022 Annual Meeting of Stockholders. The
appointment of Ms. Kang as an independent director fills a vacant board seat.
Ms. Kang, age 52, is a managing director at CBC Group, a healthcare-focused
private equity investment firm based in Shanghai, China, a position she has held
since 2020. From 2019 to 2020, Ms. Kang served as a senior advisor to Shanghai
Henlius Biotech Co., Ltd., a global clinical-stage biophama company. From 2010
to 2018, Ms. Kang served in a variety of roles at Fosun Group, a Hong Kong-based
investment holding company, including Chief Human Resources Officer and as the
head of the Fosun

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Insurance Group. Prior to Fosun, Ms. Kang was a senior client partner at Korn
Ferry International from 2007 to 2010 and was an engagement manager at McKinsey
& Company from 2002 to 2007. Ms. Kang serves on the board of directors of
Everest Medicines Limited. Ms. Kang holds a B.S. in biological science and
technology from Zhejiang University in Hangzhou, China, a M.S. in chemistry from
Tulane University and an M.B.A. in healthcare management from The Wharton School
of the University of Pennsylvania.
The Board has determined that Ms. Kang meets the applicable independence
standards of the New York Stock Exchange corporate governance listing standards.
There are no arrangements or understandings with any other persons pursuant to
which Ms. Kang was selected as a director of the Company and Ms. Kang does not
have a direct or indirect material interest in any, or any currently proposed,
transaction in which the Company is a participant that requires disclosure under
Item 404(a) of Regulation S-K.
Ms. Kang is eligible to receive the standard compensation applicable to
non-employee directors: (1) an annual cash retainer of $75,000 (prorated based
on her service during the 2021 fiscal year) and (2) a grant of a number of
restricted stock units equal to $200,000, divided by the market value of Company
common stock on the date of his appointment (prorated based on her service
during the 2021 fiscal year). The restricted stock units are scheduled to vest
in full one year from the grant date, subject to Ms. Kang's continued service as
a director through that date.
Item 5.07  Submission of Matters to a Vote of Security Holders
As described in Item 3.03 above, the Company held its 2021 Annual Meeting of
Stockholders on May 13, 2021. For more information on the following proposals
submitted to stockholders, see the Proxy Statement. The final voting results for
each of the items submitted to a stockholder vote at the annual meeting are set
forth below.
1.  The stockholders elected four Class II directors with one-year terms
expiring at the Company's 2022 annual meeting of stockholders, based on the
following voting results:
                                     Votes For          Votes Against

Abstentions


Election of Class II Directors
Matthew Holt                      476,078,524           6,821,346              19,967
Michael Severino                  482,619,549             279,963              20,325
Christi Shaw                      474,533,292           8,367,494              19,051
Gregory Summe                     417,875,032          65,024,545              20,260


2.  As described in Item 3.03 above, the stockholders approved amendments of the
Certificate of Incorporation to (a) permit stockholders of record representing
at least 20% of the relevant voting power continuously for one year to call a
special meeting of stockholders and (b) remove the supermajority voting
standards for stockholder approval of future amendments to the Certificate of
Incorporation and Bylaws, based on the following voting results:

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                                              Votes For                 Votes Against               Abstentions              Broker Non-Votes
2a. Amendment to permit stockholders of
record representing at least 20% of the
relevant voting power to call a special
meeting                                      482,430,515                    469,552                    19,770                 13,911,229
2b. Amendment to remove supermajority
voting standards                             482,753,683                    147,788                    18,366                 13,911,229

3. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021, based on the following voting results:


                                                        Votes For                 Votes Against               Abstentions
Ratification of Appointment of Independent
Registered Public Accounting Firm                      495,004,290                  1,800,897                    25,879

4. The stockholders approved, on an advisory basis, the 2020 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                        462,516,598                  18,902,548                  1,500,619                 13,911,229


Item 9.01  Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.               Description
        3.1                 Third Amended and Restated Certificate of

Incorporation, effective May 13,


                          2021
        104               Cover Page Interactive Data File (formatted as Inline XBRL)

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