CATALENT, INC. (NYSE:CTLT) Files An 8-K Results of Operations and Financial Condition

CATALENT, INC. (NYSE:CTLT) Files An 8-K Results of Operations and Financial Condition
Item 5.03Results of Operations and Financial Condition.

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On November6, 2017, Catalent, Inc. (the “Company”) issued an earnings release setting forth the Company’s first quarter ended September30, 2017 financial results. The earnings release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

As provided in General Instruction B.2 of Form8-K, Exhibit 99.1 and the information contained in this Item 5.03 of this Form8-K shall not be deemed to be “filed” for purposes of Section18 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 5.03Material Modifications to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 5.03.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Incorporation

On November 2, 2017, the Company held its 2017 annual meeting of shareholders. At the annual meeting, the Company’s shareholders approved certain proposals to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Existing Certificate”) which had been approved by the Company’s board of directors (the “Board”) on August 24, 2017 and submitted to the shareholders for approval and ratification. The principal changes to the Existing Certificate (as so amended and restated, the “Second Amended and Restated Certificate”) are as follows:

Article V.B was amended to eliminate the supermajority vote requirement for the Company’s shareholders to amend, in whole or in part, any provision of the bylaws of the Company (the “Bylaws”). Prior to such amendment, proposed amendments to the Bylaws by the Company’s shareholders required the affirmative vote of 66-2/3% in voting power of all then-outstanding shares of stock of the Company entitled to vote thereon. to the Second Amended and Restated Certificate, the Company’s shareholders may now amend, in whole or in part, any provision of the Bylaws upon the affirmative vote of a majority in voting power of all then-outstanding shares of stock of the Company entitled to vote thereon;

Article VI.C was amended to eliminate the supermajority vote requirement for the Company’s shareholders to remove directors for cause. Prior to such amendment, directors of the Company could be removed from office only for cause upon the affirmative vote of the holders of at least 66-2/3% in voting power of all then-outstanding shares of stock of the Company entitled to vote thereon. to the Second Amended and Restated Certificate, the Company’s shareholders may now remove directors of the Company from office at any time for cause by the affirmative vote of a majority in voting power of all then-outstanding shares of stock of the Company entitled to vote thereon; and

Articles V.A, V.B, VI.B, VI.C, VIII.A, VIII.B, IX (deleted in its entirety) and X.C were amended to eliminate obsolete provisions and make other non-substantive and conforming changes.

A copy of the Second Amended and Restated Certificate is attached as Exhibit 3.1 hereto and is incorporated herein by reference. The foregoing summary of the Second Amended and Restated Certificate is qualified in its entirety by reference to the text of the exhibit. A more complete description of each of the foregoing amendments is set forth in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 22, 2017 (the “Proxy Statement”). The Second Amended and Restated

Certificate became effective upon its filing with the Secretary of State of the State of Delaware on November 2, 2017.

Bylaws

On November 2, 2017, the Board amended the Company’s Bylaws, effective immediately. A copy of the Bylaws, as so amended, is attached as Exhibit 3.2 hereto and is incorporated herein by reference. The following summary of the Bylaws is qualified in its entirety by reference to the text of the exhibit.

Section 9.01 of the Bylaws as previously in effect was amended to provide for a majority vote standard for the Company’s shareholders to amend, in whole or in part, any provision of the Bylaws, thereby conforming the Bylaws to the provisions of the Second Amended and Restated Certificate. Effective immediately, amendments of the Bylaws may be effected by the affirmative vote of a majority in voting power of all then-outstanding shares of stock of the Company entitled to vote thereon. Under the Bylaws as previously in effect, amendments to the Bylaws required the affirmative vote of 66-2/3% in voting power of all then-outstanding shares of stock of the Company entitled to vote thereon.

Item 5.03Submission of Matters to a Vote of Security Holders.

On November 2, 2017, the Company held its 2017 annual meeting of shareholders. At the annual meeting, shareholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September22, 2017 (the "Proxy Statement"). The final voting results for the matters submitted to a vote of shareholders were as follows:

Proposal No.1 – Election of Directors

The Company’s shareholders elected the persons listed below as Class III directors for a three-year term expiring at the Company’s 2020 annual meeting of shareholders or until their respective successors are duly elected and qualified:

VotesCast

For

Votes Cast

Against

Abstentions

Broker

Non-Votes

Rolf Classon

80,515,268

33,657,181

173,474

3,220,905

Gregory T. Lucier

88,532,351

25,640,098

173,474

3,220,905

Uwe Röhrhoff

113,989,607

182,842

173,474

3,220,905

Proposal No.2 – Ratification of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for fiscal 2018.

Votes Cast

For

VotesCast

Against

Abstentions

Broker

Non-Votes

117,426,858

17,235

122,735

Proposal No.3 – Non-Binding Vote on Executive Compensation

The Company’s shareholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.

Votes Cast

For

VotesCast

Against

Abstentions

Broker

Non-Votes

111,619,462

2,161,540

564,921

3,220,905

Proposal No.4 – Eliminate supermajority vote requirement for shareholders to amend bylaws

The Company’s shareholders approved an amendment of the Company's Amended and Restated Certificate of Incorporation to eliminate the supermajority vote requirement for shareholders to amend the Company’s bylaws.

Votes Cast

For

VotesCast

Against

Abstentions

Broker

Non-Votes

114,329,829

14,184

1,910

3,220,905

Proposal No.5 – Eliminate supermajority vote requirement for shareholders to remove directors for cause

The Company’s shareholders approved an amendment of the Company's Amended and Restated Certificate of Incorporation to eliminate the supermajority vote requirement for shareholders to remove directors for cause.

Votes Cast

For

VotesCast

Against

Abstentions

Broker

Non-Votes

114,331,529

12,584

1,810

3,220,905

Proposal No.6 – Eliminate obsolete provisions and make other non-substantive and conforming changes

The Company’s shareholders approved an amendment of the Company's Amended and Restated Certificate of Incorporation to eliminate obsolete provisions and make other non-substantive and conforming changes.

Votes Cast

For

VotesCast

Against

Abstentions

Broker

Non-Votes

114,209,923

11,433

124,567

3,220,905

The revisions to the Company’s Amended and Restated Certificate of Incorporation approved by Proposals 4, 5, and6 are reflected in the Second Amended and Restated Certificate of Incorporation filed by the Company on November2,2017, as described above in Item 5.03.

Item 5.03 Financial Statements and Exhibits.

(d)

Exhibits. The following Exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit No.

Description

Second Amended and Restated Certificate of Incorporation of Catalent, Inc. as filed with the Secretary of State of the State of Delaware on November 2, 2017

Bylaws of Catalent, Inc., adopted November 2, 2017

Earnings release, November 6, 2017, issued by Catalent, Inc.


Catalent, Inc. Exhibit
EX-3.1 2 catalent-2017930xex31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CATALENT,…
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About CATALENT, INC. (NYSE:CTLT)

Catalent, Inc. provides delivery technologies and development solutions for drugs, biologics, and consumer and animal health products. Its segments include Softgel Technologies, Drug Delivery Solutions and Clinical Supply Services. The Softgel Technologies segment is engaged in the formulation, development and manufacturing of prescription and consumer health soft capsules or softgels. The Drug Delivery Solutions segment is engaged in the formulation, development and manufacturing of prescription and consumer and animal health products; blow-fill seal unit dose manufacturing; biologic cell line development; analytical and bioanalytical development, and testing services. The Clinical Supply Services segment is engaged in manufacturing, packaging, labeling, storage, distribution and inventory management for clinical trials of drugs and biologics for patient kits; FastChain clinical supply service; clinical e-solutions and informatics, and global comparator sourcing services.

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