Business Context and Reporting Period
Embecta Corp. filed this Form 8-K under Item 5.07 to report the voting results from its 2024 Annual Meeting of Stockholders held on February 7, 2024. The report was signed on February 9, 2024. This filing does not provide operating or financial results for a reporting period.
Financial and Operating Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics.
Material Changes Versus Prior Period
No financial or operating changes versus a prior comparable period are reported.
Meeting Results, Outlook, and Other Matters
- Director elections: Milton M. Morris, Claire Pomeroy, and Karen N. Prange were elected as Class II directors for terms ending at the 2026 annual meeting.
- Auditor ratification: Stockholders ratified Ernst & Young LLP as embecta’s independent registered public accounting firm for fiscal year 2024.
- Executive compensation: Stockholders approved, on an advisory and non-binding basis, the compensation of embecta’s named executive officers.
- Equity plan: Stockholders approved an amendment to the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan.
- No guidance, management outlook, contingencies, unusual items, or risk updates are included in the filing.
Voting Summary
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Milton M. Morris | 46,537,216 | 89,283 | 42,161 | 5,070,312 |
| Election of Claire Pomeroy | 45,921,180 | 706,169 | 41,311 | 5,070,312 |
| Election of Karen N. Prange | 46,385,304 | 242,159 | 41,197 | 5,070,312 |
| Ratification of Ernst & Young LLP | 51,579,075 | 96,703 | 63,194 | N/A |
| Advisory executive compensation approval | 46,011,161 | 586,124 | 71,375 | 5,070,312 |
| 2022 equity compensation plan amendment | 42,462,787 | 4,138,521 | 67,352 | 5,070,312 |
Investor Verification Items
- Verify the elected directors’ backgrounds, committee assignments, and terms in the company’s proxy statement.
- Review the approved equity plan amendment for changes to share authorization, eligibility, or dilution.
- Confirm the scope of Ernst & Young LLP’s fiscal 2024 engagement and any subsequent auditor-related disclosures.
- Review the company’s periodic financial filings for revenue, profitability, cash flow, leverage, liquidity, guidance, and material risks, which are not addressed in this 8-K.