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): January 23, 2019
EMERGENT BIOSOLUTIONS INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33137
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14-1902018
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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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))
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.
Appointment of Robert G. Kramer, Sr. to the Board of Directors
On January 23, 2019, the Board of Directors (the “Board”) of Emergent
BioSolutions Inc. (the “Company”) appointed Robert G. Kramer, Sr., as a Class III director of the Company effective April 1, 2019, with an initial term expiring at the 2021 annual meeting of stockholders, to fill the anticipated vacancy created
by the previously announced retirement of Daniel J. Abdun-Nabi. The Board also appointed Mr. Kramer as a member of its Strategic Operations Committee, effective upon his appointment to the Board. Mr. Kramer was not selected pursuant to any
arrangement or understanding with any other person. There are no transactions in which the Company is a party and in which Mr. Kramer has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Kramer previously
entered into the Company’s standard form of Indemnification Agreement, a form of which was filed as Exhibit 10 to the Company’s Current Report on Form 8-K, filed with the SEC on January 18, 2013.
Mr. Kramer currently serves as the Company’s President and Chief Operating
Officer. On January 2, 2019, the Company promoted Mr. Kramer to the role of President and Chief Executive Officer, effective as of April 1, 2019, to succeed Mr. Abdun-Nabi. Mr. Kramer will not participate in the Company’s compensation programs
for non-employee directors. For a description of the compensation that Mr. Kramer will receive as President and Chief Executive Officer, refer to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on
January 4, 2019.
Item 7.01. Regulation FD Disclosure.
On January 24, 2019, the Company issued a press release regarding the appointment to the Board of Mr. Kramer, a copy
of which is attached as Exhibit 99 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description
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Press release, dated January 24, 2019, announcing appointment of Robert G. Kramer, Sr. as a director.
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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.
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EMERGENT BIOSOLUTIONS INC.
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Dated: January 24, 2019
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By:
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/s/ RICHARD S. LINDAHL
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Name: Richard S. Lindahl
Title: Executive Vice
President, Chief Financial Officer and Treasurer
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EXHIBIT 99
Investor Contact:
Robert G. Burrows
Vice President, Investor Relations
240-631-3280
BurrowsR@ebsi.com
Media Contact:
Lynn Kieffer
Vice President, Corporate Communications
240-631-3391
KiefferL@ebsi.com
GAITHERSBURG, Md.—January 24, 2019—Emergent BioSolutions Inc. (NYSE:EBS) today announced the appointment of Robert G. Kramer, Sr. to the company’s Board of Directors.
Mr. Kramer currently serves as Emergent’s president and COO. Effective April 1, 2019, Mr. Kramer will assume the role of president and CEO and will serve on the Emergent Board, succeeding Daniel J. Abdun-Nabi and filling the vacancy created by Mr.
Abdun-Nabi’s retirement.
Fuad El-Hibri, executive chairman of the board of Emergent BioSolutions, stated, “Bob embodies Emergent’s past and future.
No one knows Emergent more intimately than Bob does, which will serve him well as he plays a pivotal role in taking the company to the next level. Following the rapid expansion we have experienced in the last few years, Bob’s appointment to the
Emergent Board is a natural progression that will ensure both a seamless leadership transition when Dan retires and continued momentum for growth of the company.”
“Having been part of Emergent’s management team for the last two decades, it has been a pleasure to work with Emergent’s
Board of Directors in steering the company to where it is today, grounded by its mission – to protect and enhance life – and guided by its focus on public health,” said Mr. Kramer. “It continues to be a remarkable journey and I look forward, come
April, to serving in a new capacity as member of the board with such distinguished colleagues.”
Mr. Kramer was appointed Emergent’s president and COO in March 2018. Prior to his current position, Mr. Kramer served as
EVP and CFO from September 2012. Mr. Kramer first joined Emergent in 1999 as its CFO. From 1999 until his retirement in 2010, he held various executive positions with the last being president of Emergent Biodefense Operations Lansing. Mr. Kramer
returned to the company in 2011 as the interim head of the biosciences division, and then as interim executive vice president, corporate services division. Prior to joining Emergent in 1999, Mr. Kramer held various financial management positions at
Pharmacia Corporation, which subsequently merged with the Upjohn Company in 1995 and eventually became part of Pfizer Inc. Mr. Kramer received an M.B.A. from Western Kentucky University and a B.S. in industrial management from Clemson University.
About Emergent BioSolutions
Emergent BioSolutions Inc. is a global life sciences company seeking to protect and enhance life by focusing on providing specialty products for civilian and military populations that address accidental, deliberate, and naturally occurring public health threats.
We aspire to be a Fortune 500 company recognized for protecting and enhancing life, driving innovation, and living our values. Additional information about the company may be found at www.emergentbiosolutions.com. Find us on LinkedIn and follow us on Twitter
@emergentbiosolu and Instagram @life_at_emergent.
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