Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Changes to Board of Directors
On December 16, 2022, the board of directors (the "Board") of Catalent, Inc.
(the "Company") unanimously selected current Board member and lead independent
director J. Martin ("Marty") Carroll to succeed John Chiminski and serve as
Chair of the Board, effective as of July 1, 2023, following Mr. Chiminski's
retirement from the Company, including his role as Executive Chair of the Board,
on June 30, 2023. Mr. Chiminski notified the Board of his intent to retire on
December 14, 2022.
Mr. Carroll has served on the Board since July 2015 and has been the Board's
lead independent director since October 2021. Before that, Mr. Carroll served as
president and CEO of Boehringer Ingelheim Corporation and of Boehringer
Pharmaceuticals, Inc. from 2003 until 2011 and as head, corporate strategy and
development, of Boehringer Ingelheim GmbH from 2012 until his retirement in
2013. In addition, Mr. Carroll served as a director of Boehringer Ingelheim
Corporation from 2003 until December 2012. Prior to that, Mr. Carroll worked at
Merck & Company, Inc. for over 25 years. Mr. Carroll has been chairperson of the
board of directors of Esperion Therapeutics, Inc. since June 2022, and has also
served as a director of numerous other life sciences companies, including:
Durata Therapeutics, Inc., Vivus, Inc., Therapeutics MD, Inc., Mallinckrodt plc,
and Inotek Pharmaceuticals Corporation.
In addition, each of Rolf Classon and Peter Zippelius have notified the Board of
their intent to retire from their respective positions as directors. Mr.
Classon, having reached the Board's mandatory retirement age, will retire from
the Board effective as of the Company's next annual meeting of stockholders
(expected to be held in October 2023), the expiration of his current term.
Mr. Zippelius, the designee of certain investors affiliated with Leonard Green &
Partners, L.P. (the "Investors") pursuant to the Stockholders' Agreement entered
into by the Company and the Investors on May 17, 2019 (the "Agreement"), will
retire from the Board at the end of January 2023 in accordance with the terms
and conditions of the Agreement. Mr. Classon notified the Board of his intent to
retire on December 14, 2022 and Mr. Zippelius notified the Board of his intent
to retire on December 15, 2022.
Following the retirements of Messrs. Chiminski, Classon, and Zippelius, the size
of the Board will be reduced to eleven directors. The retirement of each of
Messrs. Chiminski, Classon, and Zippelius was not the result of any dispute or
disagreement with the Company or the Board on any matter relating to the
operations, policies or practices of the Company. The Company expresses its
appreciation for the service of Messrs. Chiminski, Classon, and Zippelius as
members of the Board.
Item 7.01 Regulation FD Disclosure
The Company issued a press release on December 19, 2022 announcing, among other
things, (1) Mr. Carroll's selection to serve as the next Chair of the Board, and
(2) the retirement of Messrs. Chiminski, Classon, and Zippelius, in each case as
described in Item 5.02 above. The Company's press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
As provided in General Instruction B.2 of Form 8-K, Exhibit 99.1 and the
information contained in this Item 7.01 of this Current Report on Form 8-K shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor shall they be deemed
to be incorporated by reference in any filing under the Exchange Act or the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed (or, in the case of Exhibit
99.1, furnished) as part of this Current Report on Form 8-K.
Exhibit No. Description
99.1 Press Release, dated December 19, 2022, issued by Catalent,
Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses