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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 9, 2024
avantorlogoa08.jpg
Avantor, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3891282-2758923
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
(Address of principal executive offices, including zip code)
(610) 386-1700
(Registrant’s telephone number, including area code)
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:
☐    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 classTrading SymbolExchange on which registered
Common Stock, $0.01 par valueAVTRNew 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Avantor, Inc. (the “Company”) held on May 9, 2024, the stockholders of the Company approved proposed amendments (the “Amendments”) to the Company’s third amended and restated certificate of incorporation to provide for the exculpation of certain officers, as permitted by the Delaware General Corporation Law, from certain claims of breach of the fiduciary duty of care, and to effect other miscellaneous non-substantive clarifications and changes, including to eliminate provisions that are outdated. The Amendments are described in detail under “Item 2: Amendments to the Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law, and to make certain other non-substantive changes” commencing on page 33 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2024 (the “Proxy Statement”) in connection with the Annual Meeting.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of incorporation, as modified by the Amendments (the “Amended and Restated Certificate of Incorporation”), which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Amended and Restated Certificate of Incorporation became effective on May 9, 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2024 Annual Meeting of Stockholders on May 9, 2024. For more information on the following proposals submitted to stockholders, see the Proxy Statement. The final voting results for each of the items submitted to a stockholder vote at the Annual Meeting are set forth below.
1. The stockholders elected nine directors to serve for a one-year term expiring at the Company’s 2025 Annual Meeting of Stockholders, subject to election and qualification of their successors, based on the following voting results:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
Nominee
Juan Andres606,796,910 3,273,263 130,576 18,593,053 
John Carethers588,433,953 21,714,316 52,480 18,593,053 
Lan Kang608,710,132 1,438,043 52,574 18,593,053 
Joseph Massaro606,663,046 3,485,121 52,582 18,593,053 
Mala Murthy609,411,755 737,300 51,694 18,593,053 
Jonathan Peacock586,404,971 23,742,554 53,224 18,593,053 
Michael Severino593,552,286 16,595,418 53,045 18,593,053 
Michael Stubblefield605,727,145 4,419,067 54,537 18,593,053 
Gregory Summe556,245,144 53,558,069 397,536 18,593,053 
2. The stockholders approved amendments to the Certificate of Incorporation to provide for officer exculpation in accordance with changes to Delaware law, and to make certain other immaterial changes, based on the following voting results:


Votes ForVotes AgainstAbstentionsBroker Non-Votes
Approve Amendments to the Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law, and to make certain other non-substantive changes550,792,836 59,310,862 97,051 18,593,053 
3. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, based on the following voting results:
Votes ForVotes AgainstAbstentions
Ratification of Appointment of Independent Registered Public Accounting Firm613,514,149 15,229,218 50,435 
4. The stockholders approved, on an advisory basis, the 2023 compensation of the Company’s named executive officers, based on the following voting results:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
Advisory Vote on Named Executive Officer Compensation
569,595,210 40,518,922 86,617 18,593,053 
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


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.
Avantor, Inc.
Date: May 10, 2024By:/s/ Claudius Sokenu
Name:Claudius Sokenu
Title:Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary
(Duly Authorized Officer)