Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 25, 2020, the Board of Directors (the "Board") of Emergent
BioSolutions Inc. (the "Company") appointed Marvin L. White as a Class II
director of the Company, effective as of October 1, 2020 (the "Effective Date"),
with an initial term expiring at the 2023 annual meeting of stockholders, to
fill an existing vacancy on the Board.
He was also appointed as a member of both the Scientific Review Committee and
Strategic Operations Committee of the Board, as of the Effective Date. Mr. White
was not selected pursuant to any arrangement or understanding with any other
person. There are no transactions in which the Company is a party in which Mr.
White has a material interest subject to disclosure under Item 404(a) of
Regulation S-K.
In connection with his appointment to the Board, and pursuant to the Emergent
BioSolutions Inc. Stock Incentive Plan, the Company will grant Mr. White an
initial election equity award of $375,000, to be issued on the Effective Date or
shortly thereafter, in restricted stock units, which award shall vest one-third
per year over three years on the date which is one day prior to the anniversary
of the date of grant, subject to Mr. White's continued service as a director. As
a non-employee director, Mr. White will receive additional compensation in
accordance with the Company's non-employee director compensation practices,
which are summarized under the heading "Director Compensation" in the Company's
Definitive Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission (the "SEC") on April 9, 2020 (the "Proxy Statement") and
subject to proration in his first year of service. Mr. White will also enter
into the Company's standard form of Indemnification Agreement, a form of which
was filed as Exhibit 10 to the Company's Current Report on Form 8-K, filed with
the SEC on January 18, 2013.
Item 7.01 Regulation FD Disclosure.
The Company also issued a press release on August 26, 2020 announcing the
appointment of Mr. White. A copy of the press release related to such
announcement is furnished as Exhibit 99 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99 Press release issued by the Company on August 26, 2020
Emergent BioSolutions Inc. Current Report on Form 8-K, dated
August 25, 2020, formatted in XBRL (Extensible Business
101 Reporting Language): Cover Page. The instance document does not
appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
Cover Page Interactive Data File (formatted as Inline XBRL and
104 contained in Exhibit 101).
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