Emergent BioSolutions Shuffles Top Leadership

TL;DR

CEO & CFO OUT, NEW CEO IN. BIG CHANGES AT EMBS.

AI Summary

Emergent BioSolutions Inc. announced on May 23, 2024, the departure of its Chief Financial Officer, Richard S. Lindahl, effective immediately. The company also announced the appointment of Karen E. Holcom as interim CFO. Additionally, Emergent BioSolutions reported that its Board of Directors has appointed Paul E. Rogers as the new Chief Executive Officer and President, effective May 23, 2024, succeeding Robert G. Kramer. The company also disclosed that it has entered into a new employment agreement with Mr. Rogers.

Why It Matters

Significant leadership changes at the CEO and CFO level can signal strategic shifts or operational challenges within a company, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Leadership changes, especially at the CEO and CFO level, can introduce uncertainty regarding the company's future strategy and execution.

Key Players & Entities

• Emergent BioSolutions Inc. (company) — Registrant
• Richard S. Lindahl (person) — Departing Chief Financial Officer
• Karen E. Holcom (person) — Interim Chief Financial Officer
• Paul E. Rogers (person) — New Chief Executive Officer and President
• Robert G. Kramer (person) — Previous Chief Executive Officer
• May 23, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share EBS New York Stock

Filing Documents

• ebs-20240523.htm (8-K) — 51KB
• sipfollowing2024am.htm (EX-10.1) — 115KB
• ebsvasm2024_asof52224fin.htm (EX-99.1) — 13KB
• ebsvasm2024_asof52224fin001.jpg (GRAPHIC) — 94KB
• ebsvasm2024_asof52224fin002.jpg (GRAPHIC) — 144KB
• ebsvasm2024_asof52224fin003.jpg (GRAPHIC) — 99KB
• ebsvasm2024_asof52224fin004.jpg (GRAPHIC) — 119KB
• ebsvasm2024_asof52224fin005.jpg (GRAPHIC) — 112KB
• ebsvasm2024_asof52224fin006.jpg (GRAPHIC) — 74KB
• ebsvasm2024_asof52224fin007.jpg (GRAPHIC) — 93KB
• ebsvasm2024_asof52224fin008.jpg (GRAPHIC) — 265KB
• 0001367644-24-000093.txt ( ) — 1714KB
• ebs-20240523.xsd (EX-101.SCH) — 2KB
• ebs-20240523_lab.xml (EX-101.LAB) — 22KB
• ebs-20240523_pre.xml (EX-101.PRE) — 13KB
• ebs-20240523_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. As noted above, the Annual Meeting was held on May 23, 2024. A total of 37,779,679 shares of the Company's common stock were present or represented by proxy, which represented approximately 72% of the Company's 52,390,764 shares of common stock that were outstanding and entitled to vote at the Annual Meeting as of the record date of March 26, 2024. Stockholders considered the four proposals outlined below, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A related to the Annual Meeting, which was filed with the United States Securities and Exchange Commission on April 11, 2024. Proposal 1. To elect three Class III directors to hold office for a term expiring at our 2027 annual meeting of stockholders, each to serve until their respective successors are duly elected and qualified. All director nominees were elected and qualified. The voting results were as follows: Director Nominee For Withhold Broker Non-Votes Donald DeGolyer 23,613,429 906,655 13,259,108 Neal Fowler 23,476,806 1,043,278 13,259,108 Marvin White 15,374,307 9,145,777 13,259,108 Proposal 2. To ratify the appointment by the Audit and Finance Committee of the Company's Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Proposal 2 was approved. The voting results were as follows: For Against Abstentions Broker Non-Votes 36,285,391 1,370,317 123,484 — Proposal 3. To approve, on an advisory basis, the 2023 compensation of the Company's named executive officers. Proposal 3 was approved. The voting results were as follows: For Against Abstentions Broker Non-Votes 23,648,074 693,485 178,525 13,259,108 Proposal 4 . To approve the Amendment to the Incentive Plan, as described above. Proposal 4 was approved. The voting results were as follows: For Against Abstentions Broker Non-Votes

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 23, 2024, Company management delivered a presentation at the Annual Meeting. A copy of the presentation is furnished as Exhibit 99.1 hereto. The information contained in this Item 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing, under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan 99.1 Annual Meeting Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. EMERGENT BIOSOLUTIONS INC. Dated: May 29, 2024 By: /s/ RICHARD S. LINDAHL Name: Richard S. Lindahl Title: Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR