Current Report Filing (8-k)
02 November 2021 - 12:11PM
Edgar (US Regulatory)
FALSEJune 30000159678300015967832021-08-302021-08-3000015967832021-10-282021-10-2800015967832021-07-012021-09-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________
FORM 8-K
CURRENT REPORT
______________________________
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 2, 2021
CATALENT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36587
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20-8737688
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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14 Schoolhouse Road
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Somerset,
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New Jersey
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08873
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(Address of registrant's principal executive office)
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(Zip code)
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(732) 537-6200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbols(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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CTLT
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 2, 2021, Catalent, Inc. (the "Company") issued an earnings release setting forth the Company's first quarter ended September 30, 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 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 3.03 Material Modification to Rights of Security Holders
The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Pursuant to the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, as amended (the “Certificate of Designation”), and the Stockholders’ Agreement, dated as of May 17, 2019 (the “Stockholders’ Agreement”), among the Company and the holders (the “Series A Holders”) of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”), the Series A Holders are entitled to nominate and elect, voting separately as a class, one director to the Company’s Board of Directors (the “Board”). The Series A Holders have unanimously designated and voted to elect Peter Zippelius, their current designee on the Board, to a one-year term ending at the Company’s 2022 Annual Meeting of shareholders. Mr. Zippelius’s background and the terms of his engagement as a director are set forth in the sections titled “Series A Preferred Director Nominee” and “Transactions with Related Persons” in the Company’s definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 17, 2021 (the “Proxy Statement”), which sections are incorporated herein by reference.
Descriptions of the material terms of the Certificate of Designation and the Stockholders’ Agreement are set forth in the sections titled “Certificate of Designation of the Series A Preferred Stock” and “Stockholders’ Agreement” under Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2019, which sections are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
Certificate of Incorporation
On October 28, 2021, the Company held its 2021 annual meeting of shareholders (the “2021 Annual Meeting”), at which the Company’s shareholders approved three proposals to amend and restate the Company’s Third Amended and Restated Certificate of Incorporation (the “Existing Certificate”), approving the form of amended and restated version of the Existing Certificate (the “Restated Certificate”) that the Board had approved on January 28, 2021. A description of the material terms of the revisions to the Existing Certificate is set forth under the headings “Proposal 5: Amend our Certificate of Incorporation to Remove the Limitation on Calling Shareholder Special Meetings,” “Proposal 6: Amend our Certificate of Incorporation to Add a Federal Forum Selection Provision,” and “Proposal 7: Amend and Restate our Certificate of Incorporation to (i) Eliminate the Supermajority Vote Requirement for Amendments and (ii) Make Non-Substantive and Conforming Changes” in the Proxy Statement, which is incorporated herein by reference and which is qualified in its entirety by reference to the Restated Certificate, which is filed herewith as Exhibit 3.1 and is also incorporated herein by reference. The Restated Certificate became effective upon its filing with the Secretary of State of the State of Delaware on October 28, 2021.
Bylaws
On October 28, 2021, following the approval by the Company’s shareholders of the Restated Certificate, and pursuant to a resolution of the Board at its January 28, 2021 meeting, an amendment and restatement of the Company’s Bylaws (the “Bylaws”) became effective. A copy of the Bylaws, as amended and restated, is attached as Exhibit 3.2 hereto and is incorporated herein by reference. The following summary of the material changes to the Bylaws is qualified in its entirety by reference to the text of the exhibit.
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Section of Existing Bylaws
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Summary of Amendment
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2.02
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Amended to provide for the calling of special meetings of the Company’s shareholders by shareholders holding an aggregate of 40% or more of the Company’s outstanding common stock.
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2.03(A)(3)
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Amended to require additional disclosures in respect of shareholder nominees for election to the Board and of the shareholder making such nomination.
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2.11
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Amended to provide that the Board, in its sole discretion, may determine that any annual or special meeting of shareholders may be held solely by means of remote communication.
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4.04 (new)
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Amended to designate President as an officer position separate from the Chief Executive Officer.
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4.07 (formerly 4.06)
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Amended to simplify and clarify the duties of the Company’s Treasurer.
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4.13 (formerly 4.12)
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Amended to allow for delegation of authority by a Company officer in any manner, or pursuant to any policy, approved by (a) the Company’s Chief Executive Officer, President or Chief Financial Officer, and (b) the Company’s Secretary.
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6.01
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Amended to provide for delivery of notice to shareholders by courier service in addition to delivery by mail.
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Various
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Conforming amendments to reflect the changes to Section 2.02, Section 2.11 and Section 4.04 of the Bylaws.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 28, 2021, the Company held its 2021 Annual Meeting of shareholders, at which shareholders voted on the matters disclosed in the Proxy Statement. The final voting results for the matters submitted to a vote of shareholders were as follows:
Proposal No. 1 - Election of Directors
The Company’s shareholders elected the persons listed below as directors for a one-year term expiring at the 2022 Annual Meeting or until their respective successors are duly elected and qualified:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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Madhavan Balachandran
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158,626,615
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2,523,458
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11,275
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2,952,263
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Michael J. Barber
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160,706,987
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442,630
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11,731
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2,952,263
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J. Martin Carroll
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147,472,036
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13,641,336
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47,976
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2,952,263
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John Chiminski
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155,770,493
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5,038,675
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352,180
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2,952,263
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Rolf Classon
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159,748,175
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1,401,811
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11,362
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2,952,263
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Rosemary A. Crane
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159,172,559
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1,978,002
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10,787
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2,952,263
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John Greisch
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160,052,604
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1,097,622
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11,122
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2,952,263
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Christa Kreuzburg
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159,180,278
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1,964,095
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16,975
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2,952,263
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Gregory T. Lucier
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137,797,633
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23,352,566
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11,149
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2,952,263
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Donald E. Morel, Jr.
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160,762,702
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387,516
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11,130
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2,952,263
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Jack Stahl
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160,769,484
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380,672
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11,192
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2,952,263
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Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2022.
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FOR
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AGAINST
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ABSTAIN
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163,085,282
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1,015,876
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12,453
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Proposal No. 3 - Non-Binding Vote on Executive Compensation
The Company’s shareholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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156,030,416
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5,100,577
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30,355
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2,952,263
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Proposal No. 4 - Non-Binding Vote on the Frequency of Non-Binding Votes on Executive Compensation
The Company’s shareholders, in a non-binding advisory vote, selected annual as the recommended frequency for future non-binding shareholder votes on executive compensation.
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ONE YEAR
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TWO YEARS
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THREE YEARS
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ABSTAIN
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158,971,906
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764,463
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1,409,463
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15,516
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Proposal No. 5 - Amend the Existing Certificate to Remove the Limitation on Calling Shareholder Special Meetings
The Company’s shareholders approved the amendment of the Existing Certificate to remove the restriction on the ability of shareholders to call a special meeting of the Company’s shareholders.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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161,110,076
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37,235
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14,037
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2,952,263
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Proposal No. 6 - Amend the Existing Certificate to Add a Federal Forum Selection Provision
The Company’s shareholders approved the amendment of the Existing Certificate to add a federal forum provision for claims under the Securities Act of 1933.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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129,293,882
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31,851,110
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16,356
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2,952,263
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Proposal No. 7 - Amend and Restate the Existing Certificate to (i) Eliminate the Supermajority Vote Requirement for Amendments and (ii) Make Non-Substantive and Conforming Changes
The Company’s shareholders approved the amendment and restatement of the Existing Certificate to (i) remove the supermajority restrictions on the amendment of certain portions of the Existing Certificate and (ii) make non-substantive and conforming changes.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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161,128,426
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23,914
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9,008
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2,952,263
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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.
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Exhibit No.
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Description
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Fourth Amended and Restated Certificate of Incorporation of Catalent, Inc., as filed with the Secretary of State of the State of Delaware on October 28, 2021
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Bylaws of Catalent, Inc., effective October 28, 2021
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Earnings release, November 2, 2021, issued by Catalent, Inc.
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Catalent, Inc.
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(Registrant)
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By:
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/s/ STEVEN L. FASMAN
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Steven L. Fasman
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Senior Vice President, General Counsel,
and Secretary
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Date: November 2, 2021
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