0001367644-13-000042.txt : 20130718 0001367644-13-000042.hdr.sgml : 20130718 20130718070551 ACCESSION NUMBER: 0001367644-13-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130717 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20130718 DATE AS OF CHANGE: 20130718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Emergent BioSolutions Inc. CENTRAL INDEX KEY: 0001367644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 141902018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33137 FILM NUMBER: 13973880 BUSINESS ADDRESS: STREET 1: 2273 RESEARCH BLVD, SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: (301) 795-1800 MAIL ADDRESS: STREET 1: 2273 RESEARCH BLVD, SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 8-K 1 form8-k.htm
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 17, 2013
Emergent BioSolutions Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
001-33137
14-1902018
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

2273 Research Boulevard, Suite 400, Rockville, Maryland
20850
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code: (301) 795-1800
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
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 (see General Instruction A.2. below):
 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 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))

 
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On July 17, 2013, the Board of Directors of Emergent BioSolutions Inc. approved an increase in the size of the Board from 8 to 9 directors and appointed General George A. Joulwan as a Class II director of the company, with an initial term expiring at the 2014 annual meeting of stockholders.

The Board has determined that Gen. Joulwan is "independent" within the meaning of the NYSE listing standards. It is contemplated that Gen. Joulwan may serve on certain committees of the Board, but no such committee appointments have been made at this time. Gen. Joulwan was not selected pursuant to any arrangement or understanding with any other person. There are no transactions in which the company is a party and in which Gen. Joulwan 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 company's Second Amended and Restated 2006 Stock Incentive Plan, the company granted Gen. Joulwan options to purchase 10,800 shares of the company's common stock at an exercise price of $17.51 per share and 5,400 restricted stock units. As a non-employee director, Gen. Joulwan will receive compensation in accordance with the company's non-employee director compensation practices, which are summarized under the heading "Director Compensation" in the company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2013. Gen. Joulwan also entered into the company's standard form of Indemnification Agreement, the form of which was filed as Exhibit 10 to the company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 18, 2013.

Item 7.01      Regulation FD Disclosure.
 
On July 18, 2013, the company issued a news release regarding Gen. Joulwan's appointment to the Board, a copy of which is attached as Exhibit 99 to this Form 8-K.

Exhibit
 
99           Press release, dated July 18, 2013, announcing appointment of General George A. Joulwan as a director.

 


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.

Date: July 18, 2013
EMERGENT BIOSOLUTIONS INC.
 
By:
/s/Robert G. Kramer
Robert G. Kramer
Executive Vice President and Chief Financial Officer


Exhibit Index

99   Press release, dated July 18, 2013, announcing appointment of General George A. Joulwan as a director.
 EX-99 2 exhibit99.htm

Exhibit 99




Investors Contact:
Robert G. Burrows
Vice President, Investor Relations
301-795-1877
BurrowsR@ebsi.com

Media Contact:
Tracey Schmitt
Vice President, Corporate Communications
301-795-1800
SchmittT@ebsi.com

GENERAL GEORGE A. JOULWAN JOINS EMERGENT BIOSOLUTIONS BOARD OF DIRECTORS

ROCKVILLE, MD, July 18, 2013 -- Emergent BioSolutions Inc. (NYSE:EBS) today announced the appointment of General George A. Joulwan (retired) to the company's Board of Directors. General Joulwan has a highly distinguished military career that spans 36 years from 1961 to his retirement in 1997. Highlights of General Joulwan's military service include: Serving as Supreme Allied Commander Europe (SACEUR); Commander in Chief, U.S. Southern Command; Commanding General, V Corps and Commanding General, 3rd Armored Division, United States Army Europe and U.S. Seventh Army, Germany. He has received numerous military decorations and foreign awards and decorations for his bravery and service, including two Silver Stars for valor.

Fuad El-Hibri, executive chairman of the board of Emergent BioSolutions, stated, "General Joulwan has devoted his four-decade career to serving the country, protecting our freedoms, and architecting peace acround the world. He is a true and distinguished public servant, who is highly-respected in the global military community. As we expand our portfolio with specialized products that address the needs of U.S. and worldwide governments, his expertise and stature will be invaluable in guiding Emergent's management team towards further growth."

"For years my lifelong passion has been to defend and serve, whether it is through my professional career, support of philanthropy causes, or advancement of military education," stated General Joulwan. "I am pleased with this appointment to serve on the Board of Emergent BioSolutions, whose mission – to protect life – is clearly demonstrated in the important and essential work they do to provide medical countermeasures that protect our military and our nation. I look forward to contributing to Emergent's success."

General Joulwan served in numerous leadership positions in the U.S. Army, the Pentagon, and as a special assistant to the President of the United States, after completing two combat tours in Vietnam. During his career, General Joulwan played a key role in pivotal historical moments, including: securing peace and stability in Germany during and after the fall of the Berlin Wall; bringing peace to El Salvador and democracy to Panama; professionalizing the militaries of Latin America; developing the first strategic policy for U.S. military engagement in Africa; orchestrating the State Partnership Program linking American Reserve Forces with former non-NATO countries and newly independent democracies of Europe and the former Soviet Union; architecting the Bosnia operation, and acting as the senior NATO commander overseeing the NATO-led Dayton Peace Agreement. His work with NATO operations became the basis for the historic NATO-Russian Founding Act that ended the Cold War.

General Joulwan serves on company and charitable boards, was a professor at the United States Military Academy at West Point, and served on the Board of Trustees for the United States Military Academy.

General Joulwan is a United States Military Academy graduate, and earned his master's degree in political science and an honorary doctor of laws degree from Loyola University in Chicago.

About Emergent BioSolutions
Emergent BioSolutions is a specialty pharmaceutical company seeking to protect and enhance life by offering specialized products to healthcare providers and governments to address medical needs and emerging health threats. Additional information may be found at www.emergentbiosolutions.com Follow us on twitter @emergentbiosolu

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