Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2021, the Company elected Molly Joseph to its Board as its newest
member. With the addition of Ms. Joseph, the Board increased in size to 11
directors. Ms. Joseph is expected to participate on the Finance Committee and
Innovation and Technology Committee of the Board.
Ms. Joseph, 47, is the former CEO of UnitedHealthcare Global, a role she served
in for more than a decade, and former Executive Vice President of UnitedHealth
Group. During her 16-year tenure at UnitedHealth Group, she pioneered the
establishment of their global health business into one of the largest health
benefits and medical delivery businesses outside of the United States. As CEO of
UnitedHealthcare Global, she had oversight of more than 50 hospitals and several
hundred ambulatory centers which served over 9 million patients and 7 million
insurance members. Ms. Joseph also directed UnitedHealth Group in strategy and
corporate development, where she led acquisitions and business transactions.
Prior to joining UnitedHealth Group, she focused on business transactions as an
investment banker and a corporate attorney.
Ms. Joseph serves on the Board of Directors of First Solar and the Board of
Trustees at Santa Clara University. She is a long-time advisor to Children's
Heartlink, a global nonprofit organization for pediatric cardiac care and also
serves on the Board of Directors of Young Voices of Austin, a nonprofit
organization focused on the advancement of children from diverse backgrounds.
Ms. Joseph will be entitled to the customary compensation arrangements for the
Company's non-employee directors, which currently consists of a $90,000 annual
retainer and an annual restricted stock unit grant of $190,000. Each element of
Ms. Joseph's compensation will be prorated for her period of service. In
addition, she will be eligible to participate in the Company's Director Deferred
Compensation Plan. The Company's most recent proxy statement, filed with the
Securities and Exchange Commission on March 24, 2021, describes these
arrangements under the heading "Director Compensation".
Ms. Joseph will enter into our standard form of indemnification agreement, the
form of which was included as Exhibit 10.1 to our Current Report on Form 8-K
filed on January 6, 2009.
There were no arrangements or understandings between Ms. Joseph and any other
person pursuant to which she was elected as a director, and there are and have
been no transactions since the beginning of the Company's last fiscal year, or
currently proposed, between the Company and Ms. Joseph.
Item 7.01 Regulation FD Disclosure.
On August 23, 2021, the Company issued a press release announcing the
appointment of Ms. Joseph to the Board. A copy of the corrected press release is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this report (including Exhibit 99.1) is being furnished
pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or
otherwise subject to the liabilities of that section, nor will it be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
referencing in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibit No. Description
99.1 West Pharmaceutical Services, Inc. Corrected Press Release, dated
August 23, 2021.
104 The cover page from the Company's Current Report on Form 8-K, dated
August 19, 2021, formatted in Inline XBRL.
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