UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 8, 2016
EMERGENT BIOSOLUTIONS INC.
(Exact Name of Registrant as Specified in Charter)
(Exact Name of Registrant as Specified in Charter)
|
Delaware
|
001-33137
|
14-1902018
|
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
400 Professional Drive, Suite 400,
Gaithersburg, Maryland
|
20879
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Registrant's telephone number, including area code: (240) 631-3200
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 (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))
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On November 8, 2016, the Board of Directors of Emergent BioSolutions Inc. approved an increase in the size of the Board from 8 to 9 directors and appointed Kathryn C. Zoon, Ph.D. as a Class I director of the company, with an initial term expiring at the 2017 annual meeting of stockholders.
The Board also appointed Dr. Zoon as a member of both its Scientific Review Committee and Strategic Operations Committee. Dr. Zoon 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 Dr. Zoon has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
In connection with her appointment to the Board, and pursuant to the company's Amended and Restated 2006 Stock Incentive Plan, as amended, the company granted Dr. Zoon an initial election equity award of $375,000 in restricted stock units. As a non-employee director, Dr. Zoon will receive compensation in accordance with the company's non-employee director compensation practices, which are summarized under the heading "Director Compensation" in the company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2016. Dr. Zoon is also expected to enter 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 Securities and Exchange Commission on January 18, 2013.
| Item 7.01 |
Regulation FD Disclosure.
|
On November 8, 2016, the company issued a press release regarding Dr. Zoon's appointment to the Board, a copy of which is attached as Exhibit 99 to this Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits.
|
(d) Exhibits
99 Press release, dated November 8, 2016, announcing appointment of Kathryn C. Zoon, Ph.D. as a director.
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.
|
Date: November 8, 2016
|
EMERGENT BIOSOLUTIONS INC.
|
|
|
|
By:
|
/s/ ROBERT G. KRAMER
Robert G. Kramer
Executive Vice President and Chief Financial Officer
|
EXHIBIT 99
Investor Contact:
Robert G. Burrows
Vice President, Investor Relations
240-631-3280
BurrowsR@ebsi.com
Media Contact:
Tracey Schmitt Lintott
Senior Vice President, Global Public Affairs
240-631-3281
SchmittT@ebsi.com
DR. KATHRYN C. ZOON APPOINTED TO EMERGENT BIOSOLUTIONS BOARD OF DIRECTORS
GAITHERSBURG, Md.—November 8, 2016—Emergent BioSolutions Inc. (NYSE:EBS) today announced the appointment of Kathryn C. Zoon, Ph.D. to the company's Board of Directors. Dr. Zoon is currently a Scientist Emeritus with the National Institute of Allergy and Infectious Diseases (NIAID) at the National Institutes of Health (NIH). Dr. Zoon's affiliation with NIH spans four decades, beginning with her early research alongside Nobel Laureate Christian B. Anfinsen. During her distinguished career, Dr. Zoon has held various leadership positions at NIH including Chief of the Cytokine Biology Section (NIAID), Director of the Division of Intramural Research (DIR/NIAID), Deputy Director for Planning and Development at the DIR/NIAID, and Principal Deputy Director of the Center for Cancer Research at the National Cancer Institute. Dr. Zoon also spent 23 years at the U.S. Food and Drug Administration (FDA), where she served as Director of the Center for Biologics Evaluation and Research (CBER) for 10 years and Director of the Division of Cytokine Biology in CBER previously.
"We are excited to welcome Dr. Zoon as a member of the Emergent BioSolutions Board of Directors," said Fuad El-Hibri, executive chairman of the board of Emergent BioSolutions. "As Emergent renews its focus on meeting the medical countermeasure and preparedness needs of the U.S. government, Dr. Zoon's expertise in regulatory matters and product development will add greater depth and breadth to our diverse board and will be instrumental in helping ensure continued growth for the company."
"I am pleased with this appointment to serve on the board of Emergent BioSolutions, whose corporate mission – to protect and enhance life – aligns with my life's work and passion for bringing to market medical discoveries that improve the quality of human life," said Dr. Zoon. "I look forward to contributing to Emergent's success and hope to leverage my experience to assist the management team and the company in achieving their goals."
Dr. Zoon has been a member of the NIH Board of Scientific Directors since 1992, a member of the National Academy of Medicine since 2002, and has served on the World Health Organization's Expert Committee on Biological Standards for almost two decades. She has authored more than 130 scientific papers and has received numerous awards, including the 2001 HHS Secretary's Award for Distinguished Service for outstanding leadership in positioning FDA as an important contributor to the nation's capability to respond to bioterrorism and a 2003 HHS award for counter-bioterrorism, to name a few. Dr. Zoon received her B.S. degree, cum laude, in Chemistry from Rensselaer Polytechnic Institute and was granted a Ph.D. from the Johns Hopkins University.
About Emergent BioSolutions
Emergent BioSolutions is a global specialty biopharmaceutical company dedicated to one simple mission—to protect and enhance life. We develop, manufacture, and deliver a portfolio of medical countermeasures for biological and chemical threats as well as emerging infectious diseases. Through our work, we envision protecting and enhancing 50 million lives with our products by 2025. Additional information about the company may be found at www.emergentbiosolutions.com. Follow us @emergentbiosolu.
##