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): May 26, 2020

EMERGENT BIOSOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33137	14-1902018
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

 400 Professional Drive, Suite 400,

Gaithersburg, Maryland 20879

(Address of principal executive offices, including zip code)

(240) 631-3200

(Registrant’s telephone number, including area code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.001 per share	EBS	New York Stock Exchange

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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Seamus Mulligan completed his term as a director of Emergent BioSolutions Inc. (the “Company”) and did not stand for reelection when his term as a Class II director expired at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 21, 2020.  

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

As noted above, the Annual Meeting was held on May 21, 2020.  A total of 50,013,103 shares of the Company’s common stock were present or represented by proxy, which represented approximately 95.68% of the Company’s 52,266,433 shares of common stock that were outstanding and entitled to vote at the Annual Meeting as of the record date of March 26, 2020.  Stockholders considered the three proposals outlined below, each of which is described in more detail in the proxy statement.

Proposal 1.  To elect three Class II directors to hold office for a term expiring at our 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified.  All director nominees were elected.  The voting results were as follows:

Director Nominee	For	Against	Abstaining	Broker Non-Votes
Zsolt Harsanyi, Ph.D.	46,087,265	1,814,742	101,625	2,009,471
Gen. George A. Joulwan	47,193,736	707,864	102,032	2,009,471
Louis W. Sullivan, M.D.	45,822,406	2,079,298	101,928	2,009,471

Proposal 2.  To ratify the appointment by the Audit Committee of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2020.  Proposal 2 was approved.  The voting results were as follows:

For	Against	Abstaining	Broker Non-Votes
48,622,915	1,377,677	12,511	N/A

Proposal 3.  To approve, on an advisory basis, the compensation of our named executive officers.  Proposal 3 was approved.  The voting results were as follows:

For	Against	Abstaining	Broker Non-Votes
46,160,766	1,818,869	23,997	2,009,471

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.

	EMERGENT BIOSOLUTIONS INC.
Dated: May 26, 2020	By:	/s/ RICHARD S. LINDAHL
		Name:Richard S. Lindahl Title: Executive Vice President, Chief Financial               Officer and Treasurer

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Cover Page Cover Page	May 26, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 26, 2020
Entity Registrant Name	EMERGENT BIOSOLUTIONS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33137
Entity Tax Identification Number	14-1902018
Entity Address, Address Line One	400 Professional Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Gaithersburg
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20879
City Area Code	240
Local Phone Number	631-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, Par Value $0.001 per share
Trading Symbol	EBS
Security Exchange Name	NYSE
Entity Central Index Key	0001367644
Amendment Flag	false