Embecta Corp. current report, 09 February 2023

Embecta Corp. Form 8-K Summary

Business context and reporting period

Embecta Corp. filed a Current Report on Form 8-K under Item 5.07 regarding its annual meeting of stockholders held on February 9, 2023. The filing was signed on February 13, 2023. Embecta is a Delaware corporation whose common stock trades on Nasdaq under the symbol EMBC.

Financial metrics

This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating or financial metrics.

Annual meeting results and material changes

ProposalResult
Election of Class I directorsDavid J. Albritton, Carrie L. Anderson, and Christopher R. Reidy were elected to three-year terms ending at the 2026 annual meeting.
Ratification of Ernst & Young LLPStockholders ratified Ernst & Young LLP as Embecta’s independent registered public accounting firm for fiscal 2023.
Executive compensationStockholders approved, on an advisory and non-binding basis, the compensation of named executive officers.
Frequency of executive compensation voteStockholders selected annual advisory votes on named executive officer compensation. The vote was advisory and non-binding.

Vote details

  • Albritton: 49,432,089 for; 1,323,241 against; 43,344 abstain; 3,268,452 broker non-votes.
  • Anderson: 49,429,774 for; 1,327,314 against; 41,586 abstain; 3,268,452 broker non-votes.
  • Reidy: 42,481,253 for; 8,269,253 against; 48,168 abstain; 3,268,452 broker non-votes.
  • Auditor ratification: 53,579,516 for; 415,397 against; 72,213 abstain; broker non-votes were not applicable.
  • Executive compensation: 49,015,194 for; 1,711,764 against; 71,716 abstain; 3,268,452 broker non-votes.
  • Compensation vote frequency: 50,024,138 selected one year, 46,207 selected two years, 473,013 selected three years, 255,316 abstained, and 3,268,452 were broker non-votes.

Guidance, outlook, risks, and unusual items

The filing contains no management outlook, financial guidance, risk-factor update, contingencies, or unusual accounting items. The principal governance outcome is the decision to conduct advisory executive compensation votes annually.

Investor verification checklist

  • Verify the elected directors’ identities and terms in subsequent proxy materials.
  • Confirm Ernst & Young LLP’s appointment and any subsequent auditor changes.
  • Review future proxy statements for implementation of annual say-on-pay voting.
  • Refer to Embecta’s periodic reports for financial results, leverage, liquidity, guidance, and operating risks not covered by this filing.