West Pharmaceutical (NYSE: WST) backs board, pay and rejects chair policy

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

West Pharmaceutical Services, Inc. reported results of its 2026 annual shareholder meeting held virtually on May 4, 2026. Shareholders elected eleven directors to serve until the 2027 meeting and approved, on a non-binding basis, compensation for named executive officers.

As of the February 27, 2026 record date, there were 72,081,610 common shares outstanding, and 66,193,322 shares, or 91.83%, were represented at the meeting. Shareholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2026 fiscal year and voted against a shareholder proposal seeking an Independent Board Chair Policy.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 72,081,610 shares Shares represented: 66,193,322 shares Say-on-pay support: 60,107,802 For vs. 3,762,206 Against +2 more

5 metrics

Shares outstanding 72,081,610 shares Common stock outstanding as of February 27, 2026 record date

Shares represented 66,193,322 shares Shares represented at 2026 annual meeting (91.83% of outstanding)

Say-on-pay support 60,107,802 For vs. 3,762,206 Against Non-binding advisory vote on executive compensation

Auditor ratification votes 58,509,119 For vs. 7,556,514 Against Ratification of PricewaterhouseCoopers LLP for 2026 fiscal year

Independent Chair proposal 29,592,488 For vs. 34,245,125 Against Shareholder proposal on Independent Board Chair Policy

Key Terms

non-binding advisory vote, independent registered public accounting firm, Broker Non-Votes, shareholder proposal, +1 more

5 terms

non-binding advisory vote financial

"The non-binding advisory vote to approve the compensation of the Company’s named executive officers was approved"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Broker Non-Votes financial

"For | Against | Abstain | Broker Non-Votes 60,107,802 | 3,762,206 | 80,429 | 2,242,885"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

shareholder proposal financial

"The shareholder proposal regarding an Independent Board Chair Policy was not approved"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders virtually on May 4, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/05/2026 - 04:49 PM

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) – May 4, 2026


WEST PHARMACEUTICAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

1-8036

23-1210010

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

530 Herman O. West Drive, Exton, PA

19341-1147

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 610-594-2900


Not Applicable
(Former name or 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.25 per share	WST	New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

West Pharmaceutical Services, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders virtually on May 4, 2026. The four proposals that were voted on at the Annual Meeting are described in detail in the Company’s 2026 Proxy Statement. As of the record date, February 27, 2026, there were 72,081,610 shares of the Company’s common stock outstanding. A total of 66,193,322 shares, representing 91.83% of the Company’s common stock outstanding, were represented at the Annual Meeting. The final voting results for each proposal presented at the Annual Meeting are set forth below.

Proposal 1: The eleven nominees, as set forth below and in the Company’s 2026 Proxy Statement, were elected as directors, each to serve until the 2027 Annual Meeting of Shareholders.


Name	For	Against	Abstain	Broker Non-Votes
Mark A. Buthman	62,394,975	1,521,106	34,356	2,242,885
William F. Feehery	61,427,391	2,489,202	33,844	2,242,885
Robert F. Friel	62,396,755	1,521,677	32,005	2,242,885
Eric M. Green	58,892,532	4,573,928	483,977	2,242,885
Janet B. Haugen	61,934,409	1,987,189	28,839	2,242,885
Molly E. Joseph	61,545,956	2,341,355	63,126	2,242,885
Deborah L. V. Keller	57,992,162	5,599,392	358,883	2,242,885
Myla P. Lai-Goldman	61,523,642	2,395,041	31,754	2,242,885
Stephen H. Lockhart	63,432,380	470,840	47,217	2,242,885
Douglas A. Michels	60,240,141	3,670,807	39,489	2,242,885
Paolo Pucci	62,930,048	981,152	39,237	2,242,885

Proposal 2: The non-binding advisory vote to approve the compensation of the Company’s named executive officers was approved as set forth below.


For	Against	Abstain	Broker Non-Votes
60,107,802	3,762,206	80,429	2,242,885

Proposal 3: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified as set forth below.


For	Against	Abstain
58,509,119	7,556,514	127,689

Proposal 4: The shareholder proposal regarding an Independent Board Chair Policy was not approved as set forth below.


For	Against	Abstain	Broker Non-Votes
29,592,488	34,245,125	112,824	2,242,885

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibit No.	Description


	104	The cover page from the Company’s Current Report on Form 8-K, dated May 4, 2026, formatted in Inline XBRL.

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: May 5, 2026			WEST PHARMACEUTICAL SERVICES, INC.


By:			/s/ Norman D. Finch Jr.
			Norman D. Finch Jr.
			Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX


Exhibit No.						Description


104						The cover page from the Company’s Current Report on Form 8-K, dated May 4, 2026, formatted in Inline XBRL.

Source: View Original Filing on SEC EDGAR

FAQ

What did West Pharmaceutical (WST) shareholders vote on at the 2026 annual meeting?

Shareholders voted on four items: electing eleven directors, a non-binding advisory vote on executive compensation, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and a shareholder proposal for an Independent Board Chair Policy. All passed except the board chair proposal.

How many West Pharmaceutical (WST) shares were represented at the 2026 meeting?

A total of 66,193,322 shares were represented at the 2026 annual meeting, out of 72,081,610 common shares outstanding as of February 27, 2026. This represents 91.83% of the company’s outstanding common stock entitled to vote.

Were West Pharmaceutical’s 2026 director nominees elected by shareholders?

Yes. All eleven director nominees listed in the 2026 proxy statement, including Eric M. Green, Stephen H. Lockhart, and others, were elected to serve until the 2027 annual meeting. Each nominee received more votes “For” than “Against,” with additional broker non-votes recorded.

Did West Pharmaceutical (WST) shareholders approve executive compensation in 2026?

Yes. In the non-binding advisory vote on named executive officer compensation, 60,107,802 shares voted “For,” 3,762,206 voted “Against,” and 80,429 abstained, with 2,242,885 broker non-votes. This indicates shareholder approval of the company’s executive pay program for 2026.

Was PricewaterhouseCoopers retained as West Pharmaceutical’s auditor for 2026?

Yes. Shareholders ratified the appointment of PricewaterhouseCoopers LLP as West Pharmaceutical’s independent registered public accounting firm for the 2026 fiscal year, with 58,509,119 votes “For,” 7,556,514 “Against,” and 127,689 abstentions in the auditor ratification vote.

What happened to the Independent Board Chair Policy proposal at West Pharmaceutical?

The shareholder proposal for an Independent Board Chair Policy was not approved. It received 29,592,488 votes “For” and 34,245,125 “Against,” with 112,824 abstentions and 2,242,885 broker non-votes. As a result, the proposed policy will not be adopted based on this vote.

Filing Exhibits & Attachments

3 documents