Item 2.02 Results of Operations and Financial Condition. On February 1, 2022, Catalent, Inc. (the "Company") issued an earnings release setting forth the Company's second quarter ended December 31, 2021 financial results. The earnings release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, Exhibit 99.1 and the information contained in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall they be deemed to be incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On January 27, 2022, the Company's Board of Directors (the "Board") approved amendments to Section 2.03 of the Company's Bylaws (the "Bylaws"). The amendments update the advance notice provisions that apply where a shareholder intends to propose a nomination or other business at a shareholder meeting. Among other things, the amendments require shareholders to provide increased information about (i) derivative arrangements involving their securities in order to provide the Company with comprehensive information about a shareholder's voting and economic interest in the Company and (ii) the background and intentions of any proposed nominee for election to the Board.

A copy of the Bylaws, as amended, is attached as Exhibit 3.2 hereto and is incorporated herein by reference. The foregoing summary of the material changes to the Bylaws is qualified in its entirety by reference to the text of the exhibit.

Item 9.01 Financial Statements and Exhibits. d. Exhibits. The following exhibits are filed (or, in the case of Exhibit 99.1, furnished) as part of this Current Report on Form 8-K.


       Exhibit No.         Description

     3.    2               Bylaws of Catalent, Inc., effective January 27, 2022
        99.1               Earnings release, February 1, 2022, issued by Catalent, Inc.
           104             The cover page from this Current Report on Form 8-K, formatted in Inline
                           XBRL.

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