0001193125-15-360247.txt : 20151030 0001193125-15-360247.hdr.sgml : 20151030 20151030160333 ACCESSION NUMBER: 0001193125-15-360247 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151029 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20151030 DATE AS OF CHANGE: 20151030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Catalent, Inc. CENTRAL INDEX KEY: 0001596783 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 208737688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36587 FILM NUMBER: 151187473 BUSINESS ADDRESS: STREET 1: 14 SCHOOLHOUSE ROAD CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: (732) 537-6200 MAIL ADDRESS: STREET 1: 14 SCHOOLHOUSE ROAD CITY: SOMERSET STATE: NJ ZIP: 08873 FORMER COMPANY: FORMER CONFORMED NAME: PTS Holdings Corp. DATE OF NAME CHANGE: 20140113 8-K 1 d42197d8k.htm FORM 8-K Form 8-K

 

 

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): October 29, 2015

 

 

CATALENT, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-36587   20-8737688

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

14 Schoolhouse Road

Somerset, New Jersey

   08873
(Address of Principal Executive Offices)   (Zip Code)

(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 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 5.07. Submission of Matters to a Vote of Security Holders.

On October 29, 2015, Catalent, Inc. (the “Company”) held its 2015 annual meeting of shareholders. At the annual meeting, shareholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 16, 2015 (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

At the annual meeting, the Company’s shareholders elected the persons listed below as Class I directors for a three-year term expiring at the Company’s 2018 annual meeting of shareholders or until their respective successors are duly elected and qualified:

 

     Votes Cast
For		      Votes
Withheld		      Broker
Non-Votes		  

John Chiminski

      117,245,868         254,532         1,819,471   

E. Bruce McEvoy

      113,900,216         3,600,184         1,819,471   

Jack Stahl

      115,919,322         1,581,078         1,819,471   

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 2016.

 

Votes Cast

For

  

Votes Cast
Against

  

Abstentions

  

Broker

Non-Votes

119,299,541   18,136   2,194   N/A

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.

 

Votes Cast

For

  

Votes Cast

Against

  

Abstentions

  

Broker

Non-Votes

117,293,088   188,869   18,443   1,819,471

Proposal No. 4 – Non-Binding Vote on the Frequency of Future Advisory Votes on Executive Compensation

The Company’s shareholders voted, in a non-binding advisory vote, on whether a shareholder vote to approve the compensation paid to the Company’s named executive officers should occur every one, two or three years as set forth below.

 

1 Year

  

2 Years

  

3 Years

  

Abstentions

  

Broker

Non-Votes

105,645,261   6,367   11,842,212   6,560   1,819,471

In light of this vote, the Company intends to include an advisory shareholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of shareholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.

SIGNATURES

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.

 

    CATALENT, INC.
Date: October 30, 2015     By:  

/s/ STEVEN FASMAN

    Name:   Steven Fasman
    Title:   Senior Vice President and General Counsel