UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) – July 26, 2022
(Exact name of registrant as specified in its charter)
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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 ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 26, 2022, West Pharmaceutical Services, Inc. (the "Company") elected Stephen Lockhart, M.D., Ph.D., to its Board of Directors (the "Board") as its newest member. With the addition of Dr. Lockhart, the Board now has 11 directors.
Dr. Lockhart, 64, a board-certified anesthesiologist, is the former Chief Medical Officer ("CMO") of Sutter Health, a not-for-profit system of hospitals, physician organizations and research institutions in Northern California. Serving in this role for over seven years, he was responsible for quality, patient safety, research and education. In addition, Dr. Lockhart is the founder and executive sponsor of the Sutter Health Institute for Advancing Health Equity. He was previously the regional CMO for Sutter Health East Bay. Prior to that, Dr. Lockhart was the chief administrative officer at St. Luke’s campus of California Pacific Medical Center ("CMPC"). He has also served as the medical administrative director of surgical services at CMPC, where he practiced for 20 years.
In connection with his appointment to our Board, he was also appointed as a member of our Innovation and Technology and Finance Committees.
Dr. Lockhart serves on the Board of Directors of Molina Healthcare and the National Research Corporation Health. His nonprofit board service has included the ECRI Institute, REI, The David and Lucile Packard Foundation, and Parks California, a statewide nonprofit dedicated to supporting California’s parks and public lands.
A Rhodes Scholar, Dr. Lockhart earned his master’s degree in economics from Oxford University, and M.D. and Ph.D. degrees from Cornell University.
Dr. Lockhart 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 Dr. Lockhart’s compensation will be prorated for his period of service and his equity award will be made on our normal quarterly grant date of Monday, August 1, 2022. In addition, he 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 April 14, 2022, describes these arrangements under the heading “Director Compensation”.
Dr. Lockhart 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 Dr. Lockhart and any other person pursuant to which he 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 Dr. Lockhart.
Item 7.01 Regulation FD Disclosure.
On July 27, 2022, the Company issued a press release announcing the appointment of Dr. Lockhart to the Board. A copy of the 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.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibit No. | Description | ||||||
99.1 | West Pharmaceutical Services, Inc. Press Release, dated July 27, 2022 | |||||||
104 | The cover page from the Company’s Current Report on Form 8-K, dated July 26, 2022, 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.
WEST PHARMACEUTICAL SERVICES, INC. | |||||
/s/ Bernard J. Birkett | |||||
| Bernard J. Birkett | |||||
| Senior Vice President, Chief Financial and Operations Officer | |||||
July 27, 2022 | |||||
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EXHIBIT INDEX
Exhibit No. | Description | |||||||
| 99.1 | ||||||||
104 | The cover page from the Company’s Current Report on Form 8-K, dated July 26, 2022, formatted in Inline XBRL. | |||||||
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