Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Stock Incentive Plan
OnMay 20, 2021 ,Emergent BioSolutions Inc. (the "Company") held its 2021 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved theEmergent BioSolutions Inc. Amended and Restated Stock Incentive Plan (the "Amended Plan"). The Board of Directors previously adopted the Amended Plan onMarch 18, 2021 , subject to stockholder approval. The Amended Plan increases the number of shares of the Company's common stock available for issuance under the plan by 3,500,000 shares, subject to adjustment in the event of stock splits and other similar events and removes references to Section 162(m) of the Internal Revenue Code of 1986, as amended. The description above is a summary of certain provisions contained in the Amended Plan and does not purport to be complete. A more fulsome description of the terms and conditions of the Amended Plan is set forth in the Company's definitive proxy statement on Schedule 14A related to the Annual Meeting, filed onApril 9, 2021 (the "Proxy Statement"). Such descriptions are qualified in their entirety by reference to the Amended Plan, a blacklined copy of which is attached as Appendix A to the Proxy Statement.
Departure of Director
Dr.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As noted above, the Annual Meeting was held onMay 20, 2021 . A total of 49,582,397 shares of the Company's common stock were present or represented by proxy, which represented approximately 92.54% of the Company's 53,576,925 shares of common stock that were outstanding and entitled to vote at the Annual Meeting as of the record date ofMarch 25, 2021 . Stockholders considered the four proposals outlined below, each of which is described in more detail in the Proxy Statement. Proposal 1. To elect three Class III directors to hold office for a term expiring at our 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified. All director nominees were elected. The voting results were as follows: Director Nominee For Against Abstaining Broker Non-Votes Robert Kramer 46,009,428 1,220,174 115,345 2,237,450 Jerome Hauer 43,425,265 3,804,300 115,382 2,237,450 Marvin White 38,135,285 8,490,961 718,701 2,237,450 Proposal 2. To ratify the appointment by theAudit Committee of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year endingDecember 31, 2021 . Proposal 2 was approved. The voting results were as follows: For Against Abstaining Broker Non-Votes 49,001,106 538,419 42,872 N/A
Proposal 3. To approve, on an advisory basis, the compensation of our named executive officers. Proposal 3 was approved. The voting results were as follows:
For Against Abstaining Broker Non-Votes 45,345,745 1,957,145 42,057 2,237,450
Proposal 4. To approve an amendment to our stock incentive plan. Proposal 4 was approved. The voting results were as follows:
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For Against Abstaining Broker Non-Votes
44,092,331 3,208,764 43,852 2,237,450
Item 7.01 Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99 Annual Meeting Presentation. 101Emergent BioSolutions Inc. Current Report on
Form 8-K, dated
formatted in XBRL (Extensible Business
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.
104 Cover Page Interactive Data File (formatted
as Inline XBRL and contained
in Exhibit 101).
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