Form 8-K Catalent, Inc. For: Oct 29
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 October 29, 2015, the Board of Directors (the “Board”) of Catalent, Inc. (the “Company”) approved an increase of the composition of the Board to ten members and approved the appointment of Donald E. Morel, Jr. as a director of the Company, effective at the next time the Board convenes, to fill the resulting vacancy. Dr. Morel will serve as a Class I director whose term will expire at the Company’s 2018 annual meeting of stockholders. At this time, Dr. Morel is not expected to serve on any committee of the Board.
Dr. Morel retired in June 2015 as Chairman of West Pharmaceutical Services, Inc. (“West”), a leading manufacturer of packaging components and delivery systems for injectable drugs and healthcare products, a position he had held since March 2003. He also served as West’s Chief Executive Officer from April 2002 until April 2015 and as its President from April 2002 until June 2005. Currently, Dr. Morel serves as Chairman of the Board of Directors of the American Oncologic Hospital of the Fox Chase Cancer Center. He also serves as a Chairman of the Board of Trustees of the Franklin Institute and is a Trustee of Lafayette College. Additionally, Dr. Morel has been a Director of Integra Life Sciences Holdings Corporation since August 2013. Prior to that, he served as a Director of Kensey Nash Corporation from 2010 until 2012.
Dr. Morel will receive the Company’s standard compensation provided for service on the Board to all Company directors who are employees of neither the Company nor The Blackstone Group L.P. This compensation currently includes an annual cash retainer of $100,000, payable in quarterly installments in arrears, and eligibility to receive an annual grant of restricted stock units having a fair market value equal to $140,000. The restricted stock units vest in full after one year of service and are subject to accelerated vesting in the event of a “change of control.” The initial cash retainer and restricted stock unit award to be received by Dr. Morel will be pro-rated accordingly.
In addition, pursuant to our stock ownership policy, Dr. Morel will be required to own shares of our common stock in an amount equal to five times his annual cash retainer. For purposes of this requirement, Dr. Morel’s holdings will include shares held directly or indirectly, individually or jointly, shares underlying vested equity-based awards and shares held under a deferral or similar plan. Dr. Morel will also be required to retain 100% of the shares received following exercise of options or upon settlement of vested restricted stock units (net of any shares used to satisfy any applicable tax withholding obligations) until such guidelines are met.
A copy of the press release announcing the approval of Dr. Morel’s Board appointment, effective at the next time the Board convenes, has been filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following Exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit No. Description
99.1 Press Release, dated November 2, 2015.
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: November 2, 2015 | By: | /s/ STEVEN L. FASMAN |
Name: | Steven L. Fasman | |
Title: | Senior Vice President and General Counsel | |
EXHIBIT LIST
Exhibit No. Description
99.1 Press Release, dated November 2, 2015.
PRESS RELEASE
Investor Contact: Thomas Castellano, Catalent, Inc. (732) 537-6325 | |
Catalent, Inc. Appoints Donald E. Morel to its Board of Directors
SOMERSET, N.J., November 2, 2015 -- Catalent, Inc. (NYSE: CTLT), the leading global provider of advanced delivery technologies and development solutions for drugs, biologics, and consumer health products, today announced that Dr. Donald E. Morel will be added to its Board of Directors, effective the next time the Board convenes, increasing the size of the Board to ten members.
Dr. Morel retired in June 2015 as Chairman of West Pharmaceutical Services, Inc. (“West”), a leading manufacturer of packaging components and delivery systems for injectable drugs and healthcare products, a position he had held since March 2003. He also served as West’s Chief Executive Officer from April 2002 until April 2015 and as its President from April 2002 until June 2005.
Currently, Dr. Morel serves as Chairman of the Board of Directors of the American Oncologic Hospital of the Fox Chase Cancer Center. He also serves as Chairman of the Board of Trustees of the Franklin Institute and is a Trustee of Lafayette College. Additionally, Dr. Morel has been a Director of Integra Life Sciences Holdings Corporation since August 2013. Prior to that, he served as a Director of Kensey Nash Corporation from 2010 until 2012.
John Chiminski, President and Chief Executive Officer of Catalent, Inc., said, “We are extremely excited to be able to strengthen our Board with yet another pharmaceutical services veteran. Don has a proven track record of
executive leadership and strategic vision, having grown West into a universally recognized name in the market. We look forward to his many insightful contributions toward enhancing Catalent’s market leadership.”
“Having seen first hand Catalent’s significant value proposition, I am excited by the opportunity to leverage my years of industry experience, alongside an already impressive Board, to help Catalent capitalize on its many opportunities for growth,” commented Dr. Morel.
Dr. Morel obtained a Master of Science degree and a Ph.D. in Materials Science from Cornell University and a Bachelor of Science degree in Engineering from Lafayette College.
About Catalent, Inc.
Catalent, Inc. (NYSE: CTLT) is the leading global provider of advanced delivery technologies and development solutions for drugs, biologics and consumer health products. With over 80 years serving the industry, Catalent has proven expertise in bringing more customer products to market faster, enhancing product performance and ensuring reliable clinical and commercial product supply. Catalent employs more than 8,700 people, including over 1,000 scientists, at 31 facilities across 5 continents and in fiscal 2015 generated more than $1.8 billion in annual revenue. Catalent is headquartered in Somerset, N.J. For more information, please visit www.catalent.com.
More products. Better treatments. Reliably supplied.™
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